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
	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 NY 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) 11/17/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2010		M		5,164	A	$6.5751	1,066,082	D
Common Stock	11/17/2010		S		5,164	D	$11.0845(3)	1,060,918	D
Common Stock	11/17/2010		M		162,500	A	$2.36	1,223,418	D
Common Stock	11/17/2010		S		162,500	D	$11.0845(3)	1,060,918	D
Common Stock	11/17/2010		S		250,000	D	$11.0845(3)	810,918	D
Common Stock	11/17/2010		S		76,894	D	$11.0845(3)	0	I	Through 2009 GRAT(4)

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
Employee Stock Option Right to Buy	$6.5751	11/17/2010		M			5,164	(1)	06/13/2011	Common Stock	5,164	$0	0	D
Employee Stock Option Right to Buy	$2.36	11/17/2010		M			162,500	(2)	02/26/2016	Common Stock	162,500	$0	487,500	D
Phantom Stock	(5)	11/17/2010		I			88,543.866	(6)	11/17/2010	Common Stock	88,543.866	$11.46(7)	0	D

Explanation of Responses:

1. Option vested as follows: 20% on 12/13/2001; 20% on 6/13/2002; 20% on 6/13/2003; 20% on 6/13/2004; and 20% on 6/13/2005.

2. Option vests as follows: 25% on 2/26/2010; 25% on 2/26/2011; 25% on 2/26/2012; and 25% on 2/26/2013.

3. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.81 to $11.32, inclusive. The reporting person undertakes to provide to Saks Incorporated, any security holder of Saks Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. These shares were held in a grantor retained annuity trust, which is an estate planning vehicle for transferring any appreciation in value of trust assets to family members. The reporting person serves as trustee of the GRAT and receives annuity payments from the GRAT, which may be paid in cash or stock. Any assets remaining in the GRAT at the end of the trust term will be transferred to a family trust.

5. Each share of phantom stock represents the right to receive the cash equivalent of one share of common stock or, at the reporting person's election, one share of common stock.

6. The reporting person holds phantom stock under the Saks Incorporated Deferred Compensation Plan ("DCP"). The agreements pursuant to which the reporting person acquired his phantom stock were entered into in 2003 and 2004 and provide that the phantom stock, or its cash value, is payable in five equal annual installments beginning in February 2008. Prior to payment, the reporting person may elect to transfer some or all of the value of his phantom stock account into an alternative investment vehicle. The transaction reported in this Form 4 involved such a transfer.

7. Pursuant to the terms of the DCP, the value of the phantom stock that was transferred into an alternative investment vehicle was determined by the closing price of Saks Incorporated common stock on November 17, 2010.

Remarks:

	Michael Santora on behalf of Stephen I. Sadove	11/19/2010
	** 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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