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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ANNTAYLOR STORES CORP [ ANN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.0068 par value per share | 02/19/2011 | X | 150,000 | D | $22 | 6,917,101 | I | See Footnotes(1)(3) | ||
Common Stock, $0.0068 par value per share | 02/19/2011 | X | 1,000,000 | D | $23 | 5,917,101 | I | See Footnotes(1)(3) | ||
Common Stock, $0.0068 par value per share | 02/19/2011 | X | 2,467,200 | D | $24 | 3,449,901 | I | See Footnotes(1)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call Option (Obligation to Sell) | $24 | 02/18/2011 | S | 40,000 | 02/18/2011 | 03/19/2011 | Common Stock, $0.0068 par value per share | 4,000,000 | $1.3 | 0 | I | See Footnotes(1)(3) | |||
Call Option (Obligation to Sell) | $22 | 02/19/2011 | X | 1,500 | 02/02/2011 | 02/19/2011 | Common Stock, $0.0068 par value per share | 150,000 | $0 | 0 | I | See Footnotes(1)(3) | |||
Call Option (Obligation to Sell) | $23 | 02/19/2011 | X | 10,000 | 02/03/2011 | 02/19/2011 | Common Stock, $0.0068 par value per share | 1,000,000 | $0 | 0 | I | See Footnotes(1)(3) | |||
Call Option (Obligation to Sell) | $24 | 02/19/2011 | X | 24,672 | (2) | 02/19/2011 | Common Stock, $0.0068 par value per share | 2,467,200 | $0 | 11,828 | I | See Footnotes(1)(3) | |||
Call Option (Obligation to Sell) | $24 | 02/19/2011 | E | 11,828 | (2) | 02/19/2011 | Common Stock, $0.0068 par value per share | 1,182,800 | $0 | 0 | I | See Footnotes(1)(3) | |||
Call Option (Obligation to Sell) | $25 | 02/19/2011 | E | 1,440 | 02/04/2011 | 02/19/2011 | Common Stock, $0.0068 par value per share | 144,000 | $0 | 0 | I | See Footnotes(1)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities reported herein are held for the account of each of SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), and the SAB Overseas Master Fund, L.P., a Delaware limited partnership (the "Master Fund"). SAB Capital Advisors, L.L.C. (the "General Partner") serves as the general partner of each of SAB, SAB II, and the Master Fund. SAB Capital Management, L.P. (the "Investment Manager") serves as the investment manager of each of SAB, SAB II, and the Master Fund. SAB Capital Management, L.L.C. (the "IMGP") serves as the general partner of the Investment Manager. Scott A. Bommer ("Mr. Bommer") serves as the managing member of each of the General Partner and IMGP. |
2. Certain of these call options were exercisable as of 2/7/2011, certain as of 2/9/2011, and certain as of 2/11/2011. |
3. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. |
Remarks: |
* Exhibit Index: Exhibit 24.1 Power of Attorney ** Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, L.L.C., for itself and as the general partner of (i) SAB Capital Partners, L.P.; (ii) SAB Capital Partners II, L.P.; and (iii) SAB Overseas Master Fund, L.P.; and (b) as managing member of SAB Capital Management, L.L.C., for itself and as the general partner of SAB Capital Management, L.P. |
/s/ Brian Jackelow, Attorney-in-Fact | 02/23/2011 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |