Belk (BLKIA) Form 4 BELK / KATHERINE MCKAY BELK ownership change

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

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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^*

BELK KATHERINE MCKAY

(Last) (First) (Middle)

C/O BELK, INC.

2801 WEST TYVOLA ROAD

(Street)

CHARLOTTE NC 28217-4500

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BELK INC [ NONE ]

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)
12/10/2015

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
Class A Common Stock	12/10/2015		J(1)		810,207	D	(1)	0	D
Class A Common Stock	12/10/2015		J(1)		307,330	D	(1)	0	I	Trust, Charitable Remainder Unitrust
Class A Common Stock	12/10/2015		J(1)		109,874	D	(1)	0	I	Trust, 2013 GRAT
Class A Common Stock	12/10/2015		J(1)		223,002	D	(1)	0	I	Trust, 2014 GRAT
Class A Common Stock	12/10/2015		J(1)		120,800	D	(1)	0	I	Trust, 2015 GRAT
Class A Common Stock	12/10/2015		J(1)		109,449	D	(1)	0	I	UGMA, child
Class A Common Stock	12/10/2015		J(1)		1,221,842	D	(1)	0	I	Brothers Investment Company(2)
Class A Common Stock	12/10/2015		J(1)		444,212	D	(1)	0	I	Milburn Investment Company(2)
Class A Common Stock	12/10/2015		J(1)		100	D	(1)	0	I	Spouse (deceased)
Class B Common Stock	12/10/2015		J(1)		24,725	D	(1)	0	I	UGMA, child

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

Explanation of Responses:

1. An Agreement and Plan of Merger, dated as of August 23, 2015 (the "Merger agreement"), was entered by and among Bear Parent Inc. ("Parent"), Bear Merger Sub Inc. ("Merger Sub") and Belk, Inc. (the "Company"), under which Merger Sub was merged with and into the Company, with the Company surviving the merger (the "Merger"). Upon consummation of the Merger on December 10, 2015, each share of the Company's Class A common stock and Class B common stock outstanding immediately prior to the Merger (other than certain shares as set forth in the Merger Agreement) was converted automatically into $68.00 in cash. After the Merger was completed, the Company became a wholly-owned subsidiary of Parent, an affiliate of investment funds managed by Sycamore Partners Management, L.P. The Merger is more completely described in the Company's Definitive Proxy Statement filed with the SEC on October 2, 2015.

2. Shares were held in a family owned company in which the Reporting Person shares voting and investment control. Reporting Person disclaims beneficial ownership in shares in which he did not have a pecuniary interest.

Remarks:

	Katherine McKay Belk by Holly C. Williamson, POA	12/14/2015
	** 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).
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