SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SADOVE STEPHEN I

(Last)

(First)

(Middle)

SAKS INCORPORATED

12 EAST 49TH STREET

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAKS INC [ SKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/10/2013		G		228,120	D	$0⁽¹⁾	775,690	D
Common Stock	11/04/2013		D		926,794⁽²⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option Right to Buy	$19.76	11/04/2013		D			202,500	⁽⁴⁾	03/09/2014	Common Stock	202,500	⁽⁷⁾	0	D
Employee Stock Option Right to Buy	$13.04	11/04/2013		D			230,062	⁽⁵⁾	03/06/2014	Common Stock	230,062	⁽⁷⁾	0	D
Employee Stock Option Right to Buy	$2.36	11/04/2013		D			162,500	⁽⁶⁾	02/26/2016	Common Stock	162,500	⁽⁷⁾	0	D

Explanation of Responses:

1. By gift for no value.

2. Includes performance shares granted on February 27, 2013 with performance period scheduled to end on January 31, 2015.

3. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 28, 2013, by and among Hudson's Bay Company, Harry Acquisition Inc. and Saks Incorporated (the "Company"), each share of the Company's common stock and each restricted share converted at the effective time of the merger into the right to receive $16.00 in cash and each performance share award converted at the effective time into the right to receive cash in an amount equal to the product of the number of shares of the Company's common stock subject to such performance share award (determined based on actual performance for awards for which the performance period was complete and based on target performance for awards for which the performance period was not complete) multiplied by $16.

4. Stock option award that vested in 4 equal installments on March 9, 2008, 2009, 2010 and 2011

5. Stock option award that vested in 4 equal installments on March 6, 2009, 2010, 2011 and 2012

6. Stock option award that vested in 4 equal installments on February 26, 2010, 2011, 2012 and 2013.

7. Pursuant to the terms of the Merger Agreement, each option to purchase the Company's common stock converted as of the effective time of the merger into the right to receive the product of the excess, if any, of $16.00 in cash over the exercise price per share of such option multiplied by the number of shares of the Company's common stock subject to such option.

Remarks:

	Peou Puch on behalf of Stephen I. Sadove	11/05/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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