Statement of Changes in Beneficial Ownership (4)
November 05 2013 - 4:11PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
BRIZEL MICHAEL A
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2. Issuer Name
and
Ticker or Trading Symbol
SAKS INC
[
SKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP and General Counsel
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(Last)
(First)
(Middle)
SAKS INCORPORATED, 12 EAST 49TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/4/2013
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/4/2013
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D
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129236
(1)
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D
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(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option Right to Buy
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$20.31
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11/4/2013
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D
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25000
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(3)
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4/16/2014
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Common Stock
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25000
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(5)
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0
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D
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Employee Stock Option Right to Buy
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$13.04
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11/4/2013
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D
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20131
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(4)
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3/6/2015
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Common Stock
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20131
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Includes performance shares granted on February 27, 2013 with performance period scheduled to end on January 31, 2015.
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(
2)
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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.
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(
3)
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Stock option award that vested in 4 equal installments on April 16, 2008, 2009, 2010 and 2011.
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(
4)
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Stock option award that vested in 4 equal installments on March 6, 2009, 2010, 2011 and 2012.
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(
5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BRIZEL MICHAEL A
SAKS INCORPORATED
12 EAST 49TH STREET
NEW YORK, NY 10017
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EVP and General Counsel
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Signatures
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Peou Puch on behalf of Michael A. Brizel
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11/5/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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