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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 | ||||||||
Deferred Stock Units | (1) | 05/15/2015 | A | 455 (2) | (3) | (3) | Common Stock | 455 | (4) | 35,713 | D | ||||
Dividend Equivalent Rights | (5) | 05/15/2015 | A | 109.21 (6) | (5) | (5) | Common Stock | 109.21 | (4) | 6,791.33 | D | ||||
Deferred Stock Units | (1) | 05/15/2015 | A | 417 (7) | (3) | (3) | Common Stock | 417 | (4) | 36,130 | D | ||||
Dividend Equivalent Rights | (5) | 05/15/2015 | A | 105.9 (8) | (5) | (5) | Common Stock | 105.9 | (4) | 6,897.23 | D | ||||
Deferred Stock Units | (1) | 05/15/2015 | A | 420 | (3) | (3) | Common Stock | 420 | (4) | 36,550 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Devonshire Duke of 1334 YORK AVENUE NEW YORK, NY 10021 |
X |
/s/ Jonathan Olsoff as Attorney-In-Fact | 05/19/2015 | |
**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) | One for One |
(2) | Share catch-up issuance for Deferred Stock Units that would have been issued on November 15, 2014 but for a reserved share shortfall now eliminated by shareholder approval of additional Plan shares. |
(3) | The deferred stock units were accrued under the Sotheby's 1998 Stock Compensation Plan for Non-Employee Directors (as amended and restated, the "Plan") as a result of a partial or full deferral election with respect to stock compensation paid under the Plan. These units will be settled 100% in Sotheby's Common Stock (except that fractional shares, if any, will be settled in cash) after the reporting person's termination of service on the Sotheby's Board. |
(4) | Not Applicable |
(5) | The Dividend Equivalent Rights have accrued under the Sotheby's 1998 Stock Compensation Plan for Non-Employee Directors (as amended and restated, the "Plan") with respect to Deferred Stock Units received by the reporting person under the Plan. The Deferred Stock Units and the Dividend Equivalent Rights will be settled 100% in Sotheby's Common Stock (except that fractional shares, if any, will be settled in cash) after the reporting person's termination of service on the Sotheby's Board. |
(6) | Share catch-up issuance for Dividend Equivalent Rights that would have been issued on December 15, 2014 (issuer dividend payment date) but for a reserved share shortfall now eliminated by shareholder approval of additional Plan shares. |
(7) | Share catch-up issuance for Deferred Stock Units that would have been issued on February 15, 2015 but for a reserved share shortfall now eliminated by shareholder approval of additional Plan shares. |
(8) | Share catch-up issuance for Dividend Equivalent Rights that would have been issued on March 15, 2015 (issuer dividend payment date) but for a reserved share shortfall now eliminated by shareholder approval of additional Plan shares. |