Sec Form 4 Filing - BELK JOHN R @ BELK INC - 2015-12-09

FORM 4 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 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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1. Name and Address of Reporting Person BELK JOHN R 2. Issuer Name and Ticker or Trading Symbol BELK INC [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) 2801 WEST TYVOLA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2015 (Street) CHARLOTTE, NC28217-4500 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/09/2015 J( 1 ) 73,529 D 292,191 D Class B Common Stock 12/09/2015 J( 1 ) 73,529 A 95,339 D Class A Common Stock 12/10/2015 D 292,191 D 0 D Class A Common Stock 12/09/2015 J( 1 ) 73,530 D 81,013 I Trustee GRAT #1 Class B Common Stock 12/09/2015 J( 1 ) 73,530 A 73,530 I Trustee GRAT #1 Class A Common Stock 12/10/2015 D 81,013 D 0 I Trustee GRAT #1 Class A Common Stock 12/10/2015 D 258,611 D 0 I By Trust ( 3 ) Class A Common Stock 12/10/2015 D 258,612 D 0 I By Trust ( 3 ) Class A Common Stock 12/10/2015 D 258,612 D 0 I By Trust ( 3 ) Class A Common Stock 12/10/2015 D 810,207 D 0 I By Trust ( 3 ) Class A Common Stock 12/10/2015 D 183,825 D 0 I By Trust, spouse and child are trustees ( 4 ) Class A Common Stock 12/10/2015 D 14,250 D 0 I By Trust, Family Wealth Preservation Trust ( 3 ) Class A Common Stock 12/10/2015 D 1,221,842 D 0 I Brothers Investment Company ( 5 ) Class A Common Stock 12/10/2015 D 444,212 D 0 I Milburn Investment Company ( 5 ) Class A Common Stock 12/10/2015 D 228,016 D 0 I By Trust ( 3 ) Class A Common Stock 12/10/2015 D 146,809 D 0 I Trustee GRAT #3 Class A Common Stock 12/10/2015 D 191,932 D 0 I By Spouse Class B Common Stock 12/10/2015 D 73,529 D 21,810 D Class B Common Stock 12/10/2015 D 73,530 D 0 I Trustee GRAT #1 Class B Common Stock 12/10/2015 D 21,810 D 0 D Class B Common Stock 12/10/2015 D 9,542 D 0 I By Trust ( 3 ) Class B Common Stock 12/10/2015 D 9,541 D 0 I By Trust ( 3 ) Class B Common Stock 12/10/2015 D 9,541 D 0 I By Trust ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BELK JOHN R 2801 WEST TYVOLA ROAD CHARLOTTE, NC28217-4500 X X President & COO Signatures John R. Belk by Holly C. Williamson, POA 12/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exchanged 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. ( 2 )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. The Company's board of directors approved the dispositions by the Reporting Person. ( 3 )Shares were held in a trust in which Reporting Person was one of the trustees. Reporting Person disclaims beneficial ownership in shares in which he did not have a pecuniary interest. ( 4 )Shares 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. ( 5 )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. ( 6 )As 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 Agreements"). The Company's board of directors approved the dispositions pursuant to the Rollover Agreements.

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