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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Incandela Denise
2. Issuer Name and Ticker or Trading Symbol

SAKS INC [ SKS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Marketing Officer
(Last)          (First)          (Middle)

SAKS INCORPORATED, 12 EAST 49TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/4/2013
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/4/2013     D    185722   (1) D   (2) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $19.76   11/4/2013     D         7500      (3) 3/9/2014   Common Stock   7500     (5) 0   D  
 
Employee Stock Option Right to Buy   $13.04   11/4/2013     D         12941      (4) 3/6/2015   Common Stock   12941     (5) 0   D  
 

Explanation of Responses:
( 1)  Includes performance shares granted on February 27, 2013 with performance period scheduled to end on January 31, 2015.
( 2)  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.
( 3)  Stock option award that vested in 4 equal installments on March 9, 2008, 2009, 2010 and 2011
( 4)  Stock option award that vested in 4 equal installments on March 6, 2009, 2010, 2011 and 2012
( 5)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Incandela Denise
SAKS INCORPORATED
12 EAST 49TH STREET
NEW YORK, NY 10017


Chief Marketing Officer

Signatures
Peou Puch on behalf of Denise Incandela 11/5/2013
** 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 control number.
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