FORM 4
[X] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Smith, Jr. Thomas S.
2. Issuer Name and Ticker or Trading Symbol

SOTHEBYS [ BID ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

1334 YORK AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/3/2019
(Street)

NEW YORK, NY 10021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock  10/3/2019    D    243667 (1) D $57.00 (2) 0  D   
Common Stock  10/3/2019    D    5610  D $57.00 (2) 0  I  By wife as UTMA custodian for daughter 
Common Stock  10/3/2019    D    11130  D $57.00 (2) 0  I  By wife as UTMA custodian for son 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  This amount includes 51,168 shares acquired upon vesting and settlement of Performance Share Units ("Company Share Price PSUs"), which were subject to performance conditions based on the price of a share of the Issuer's Common Stock. Pursuant to the Agreement and Plan of Merger dated as of June 16, 2019, by and among BidFair USA Inc. (formerly a limited liability company known as BidFair USA LLC), BidFair MergeRight, Inc. and the Issuer (the "Merger Agreement"), each Company Share Price PSU was canceled and converted into the right to receive an amount in cash equal to the number of shares of Issuer's Common Stock earned in accordance with the terms and conditions set forth in the award agreement for the Company Share Price PSUs as reasonably determined by the Company's Compensation Committee multiplied by $57 a share (the "Merger Consideration").
(2)  Pursuant to the Merger Agreement, each share of the Issuer's Common Stock held by the reporting person was converted into the right to receive the Merger Consideration at the effective time of the merger. The Company Share Price PSUs shall be payable within ten (10) business days following the effective time of the merger.

Reporting Owners
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

Signatures
/s/ David G. Schwartz as Attorney-In-Fact 10/4/2019
**Signature of Reporting Person Date


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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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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