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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* SAB CAPITAL ADVISORS LLC (Last) (First) (Middle) 767 FIFTH AVENUE, 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ANNTAYLOR STORES CORP [ ANN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	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) Form filed by One Reporting Person X 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)
			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)
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* SAB CAPITAL ADVISORS LLC (Last) (First) (Middle) 767 FIFTH AVENUE, 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL MANAGEMENT LP (Last) (First) (Middle) 767 FIFTH AVENUE 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 767 FIFTH AVENUE, 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BOMMER SCOTT A (Last) (First) (Middle) 767 FIFTH AVENUE 44TH FLOOR (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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
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