This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Statement on Schedule 13D, dated May 5, 2009 (as amended, the “Schedule 13D”), filed jointly by (i) Diego Della Valle & C. S.A.P.A., an Italian limited partnership represented by shares (“DDV”), and (ii) Diego Della Valle, an individual (DDV and Diego Della Valle are collectively referred to as the “Reporting Persons” and each of them is individually referred to as a “Reporting Person”) with respect to the common stock, par value $0.10 per share (the “Shares”), of Saks Incorporated, a Tennessee corporation (the “Issuer”). Capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
During the period from February 20, 2009 to May 7, 2009, DDV acquired 8,480,000 Shares through a series of purchases from authorized brokers for total consideration of $30,330,726 (including commissions) in cash paid from its working capital.
During the period from March 8, 2010 to March 10, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $22,333,270 (including commissions) in cash paid from its working capital.
During the period from March 11, 2010 to March 16, 2010, DDV acquired an additional 3,620,000 Shares through a series of purchases from authorized brokers for total consideration of $30,153,229 (including commissions) in cash paid from its working capital.
During the period from October 12, 2010 to October 18, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $29,337,271 (including commissions) in cash paid from its working capital.
On October 19, 2010, DDV acquired an additional 2,500,000 Shares through authorized brokers for total consideration of $26,971,500 (including commissions) in cash paid from its working capital. On the same date, DDV acquired from Mediobanca – Banca di Credito Finanziario (“Mediobanca”) over-the-counter American-style call options to purchase 8,000,000 Shares (the “Call Options”) for an aggregate premium amount of $6,400,000. All of the funds required to acquire the Call Options were obtained from the working capital of DDV. The Call Options expired on December 30, 3011 without being exercised.
On October 21, 2010, DDV acquired an additional 2,250,000 Shares through authorized brokers for total consideration of $24,769,800 (including commissions) in cash paid from its working capital.
| 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Persons beneficially own (or are deemed, solely for purposes of Rule 13d-3 under the Exchange Act, to beneficially own), directly or indirectly, an aggregate of 22,650,000 Shares representing approximately 14.2% of the total number of outstanding shares of common stock of the Issuer. DDV has direct beneficial ownership of all the Shares. Mr. Della Valle has indirect beneficial ownership of all the Shares.
The percentages disclosed in this Schedule 13D are calculated based upon a total of 159,879,228 shares of common stock issued and outstanding as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 1, 2011.
(b) DDV has the sole power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares. Mr. Della Valle, as the sole general partner of DDV, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) such Shares. Consequently, Mr. Della Valle may be deemed to share with DDV the power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares.
(c) The Call Options expired on December 30, 2011 without being exercised.
(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D.
(e) Not applicable.
| 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
On October 19, 2010, DDV acquired from Mediobanca the Call Options to purchase 8,000,000 Shares at the strike price of $12.95 for an aggregate premium amount of $6,400,000. The Call Options expired on December 30, 2011 without being exercised.
As of the date of this Amendment No. 5, neither of the Reporting Persons is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| 7. | Materials to be Filed as Exhibits. |
| | Exhibit A: | Joint Filing Agreement, dated May 15, 2009 between Diego Della Valle & C. S.A.P.A. and Diego Della Valle. |
