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FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
STADLER CHRISTOPHER J

(Last)(First)(Middle)
CVC CAPITAL PARTNERS, 712 5TH AVENUE, 43RD FLOOR

(Street)
NEW YORKNY10019

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 06/03/2009 A  18,519 A$ 0 (1) 48,143 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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted Stock Award made as of June 3, 2009 under the Saks Incorporated 2009 Long-Term Incentive Plan (the "Plan"). The shares representing this Award will be issued only after certification that Plan was duly approved by the Company's shareholders at the Company's 2009 annual meeting on June 3, 2009, and are expressly subject to defeasance in the event the Plan is not approved.
Christopher J. Stadler06/04/2009
** Signature of Reporting PersonDate
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.

EX-24

The undersigned hereby constitutes and appoints each of Michael Brizel, Christine Morena, Ron Llewellyn, Michael Santora and Peou Puch signing singly, the undersigned's true and lawful attorney-in-fact (each an "Attorney-in-Fact" to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director, or both of (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute all Forms 3, 4, and 5, complete and execute all amendments thereto, and timely file all Forms 3, 4, and 5 with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in form and contain the terms and conditions as the Attorney-in-Fact may approve in the Attorney-in-Fact's discretion. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform all acts and things whatsoever required, necessary, or proper to be done in the exercise of the rights and powers herein granted, as fully to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, and ratifies and confirms all that the Attorney-in-Fact, or the Attorney-In- Fact's substitute or substitutes, lawfully does or causes to be done by virtue of this power of attorney and the rights and power herein granted. The undersigned acknowledges that Michael Brizel, Christine Morena, Ron Llewellyn, Michael Santora and Peou Puch, each in serving as Attorney-in-Fact at the request of the undersigned, is not assuming, and the Company is not assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder. This Power of Attorney will remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned's written notice delivered to each Attorney-in-Fact. Signature: /s/ Christopher J. Stadler Print Name: Christopher J. Stadler Date: 06/5/2009

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