SEC Form 4 · accession 0001140361-15-013920
SOTHEBYS · BID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jr. Thomas S. Smith
Officer — President and CEO · Director
Period of report
Mar 31, 2015
Accepted (ET)
Apr 1, 2015 · 5:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000823094
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 31, 2015 | A | 158,638 | — | A | 158,638 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF4,F2,F5 | — | Mar 31, 2015 | A | 47,070 | A | — | — | Common Stock | 47,070 | 47,070 | D |
| Performance Share UnitsF2,F6 | — | Mar 31, 2015 | A | 94,140 | A | — | — | Common Stock | — | 94,140 | D |
Explanation of responses
- F1Restricted 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.
- F2Not Applicable
- F3Consists of unvested restricted stock shares only.
- F4Restricted 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.
- F51-for-1
- F6This 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.