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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units (4) | (5) | 03/31/2015 | A | 47,070 | (2) | (2) | Common Stock | 47,070 | (2) | 47,070 | D | ||||
Performance Share Units | (6) | 03/31/2015 | A | 94,140 | (6) | (2) | Common Stock | (6) | (2) | 94,140 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Smith, Jr. Thomas S. 1334 YORK AVE NEW YORK, NY 10021 |
X | President and CEO |
/s/ Thomas S. Smith, Jr. | 04/01/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Restricted stock award made pursuant to the Reporting Person's employment agreement with the issuer, dated March 13, 2015 (the "Employment Agreement"); service-based vesting only. A copy of the Employment Agreement is filed as Exhibit 10.1 to the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 18, 2015. |
(2) | Not Applicable |
(3) | Consists of unvested restricted stock shares only. |
(4) | Restricted stock unit award, to be settled in shares of issuer common stock; service-based vesting only. The number of restricted stock units awarded was calculated based on the terms of the Employment Agreement. |
(5) | 1-for-1 |
(6) | This award was made pursuant to the Employment Agreement and the Second Amended and Restated Sotheby's Restricted Stock Unit Plan, as amended, and vests based on a graduated schedule of pre-determined levels of stock price appreciation above a price of $42.49 per share as well as a separate service-based vesting requirement, as described in the Employment Agreement. |