SEC Form 4 · accession 0001209191-15-084568

BELK INC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas M Belk Jr.

Officer — Chairman & CEO · Director · 10% Owner

Period of report

Dec 9, 2015

Accepted (ET)

Dec 11, 2015 · 10:07 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001051771

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Dec 9, 2015	J	110,294	—	D	512,615	D
Class B Common Stock^F1	Dec 9, 2015	J	110,294	—	A	150,471	D
Class A Common Stock^F2	Dec 10, 2015	D	512,615	—	D	0	D
Class A Common Stock^F1	Dec 9, 2015	J	110,295	—	D	44,595	I	Trust GRAT #1
Class B Common Stock^F1	Dec 9, 2015	J	110,295	—	A	110,295	I	Trust GRAT #1
Class A Common Stock^F2	Dec 10, 2015	D	44,595	—	D	0	I	Trust GRAT #1
Class A Common Stock^F2	Dec 10, 2015	D	14,761	—	D	0	I	UGMA, child
Class A Common Stock^F2,F3	Dec 10, 2015	D	147,527	—	D	0	I	By Trust
Class A Common Stock^F2,F3	Dec 10, 2015	D	144,566	—	D	0	I	By Trust
Class A Common Stock^F2,F3	Dec 10, 2015	D	143,515	—	D	0	I	By Trust
Class A Common Stock^F2,F3	Dec 10, 2015	D	124,210	—	D	0	I	By Trust
Class A Common Stock^F2,F3	Dec 10, 2015	D	810,207	—	D	0	I	By Trust
Class A Common Stock^F2,F4	Dec 10, 2015	D	183,825	—	D	0	I	By Trust, spouse and child are trustees
Class A Common Stock^F2,F3	Dec 10, 2015	D	23,750	—	D	0	I	By Trust, Family Wealth Preservation Trust
Class A Common Stock^F2,F5	Dec 10, 2015	D	1,221,842	—	D	0	I	Brothers Investment Company
Class A Common Stock^F2,F5	Dec 10, 2015	D	444,212	—	D	0	I	Milburn Investment Company
Class A Common Stock^F2,F3	Dec 10, 2015	D	228,016	—	D	0	I	By Trust
Class A Common Stock^F2	Dec 10, 2015	D	142,304	—	D	0	I	Trust GRAT #2
Class A Common Stock^F2	Dec 10, 2015	D	35,201	—	D	0	I	By Spouse
Class B Common Stock^F6	Dec 10, 2015	D	110,294	—	D	40,177	D
Class B Common Stock^F6	Dec 10, 2015	D	110,295	—	D	0	I	Trustee GRAT #1
Class B Common Stock^F2	Dec 10, 2015	D	40,177	—	D	0	D
Class B Common Stock^F2	Dec 10, 2015	D	312	—	D	0	I	UGMA, child
Class B Common Stock^F2,F3	Dec 10, 2015	D	1,720	—	D	0	I	By Trust
Class B Common Stock^F2,F3	Dec 10, 2015	D	4,681	—	D	0	I	By Trust
Class B Common Stock^F2,F3	Dec 10, 2015	D	5,732	—	D	0	I	By Trust
Class B Common Stock^F2,F3	Dec 10, 2015	D	25,037	—	D	0	I	By Trust

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Exchanged Class A Common Stock into Class B Common Stock on a share for share basis in connection with the Merger and Rollover Transactions described below.
F2An 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. The Company's board of directors approved the dispositions by the Reporting Person.
F3Shares were held in a trust in which Reporting Person is one of the trustees. Reporting Person disclaims beneficial ownership in shares in which he did not have a pecuniary interest.
F4Shares were held in a trust in which members of the Reporting Person's immediate family is one or more of the trustees. Reporting Person disclaims beneficial ownership in shares in which he did not have a pecuniary interest.
F5Shares 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.
F6As more fully described in the Definitive Proxy Statement, as part of the Merger, Reporting Person was one of four executives who agreed to contribute certain Company shares to Fashion Holdings LLC, an entity created by Sycamore Partners for the Merger, in exchange for an interest in Fashion Holdings which shares were valued at $68.00 per share ("Rollover Transactions"). The Company's board of directors approved the dispositions pursuant to the Rollover Transactions.