SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Karalyn

(Last)

(First)

(Middle)

3250 VAN NESS AVE.

(Street)

SAN FRANCISCO

94109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [ WSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP CHIEF TALENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2024		M		4,307	A	$0	13,307	D
Common Stock	04/15/2024		F		2,183⁽¹⁾	D	$288.85	11,124	D
Common Stock	04/15/2024		M		1,013	A	$0	12,137	D
Common Stock	04/15/2024		F		514⁽¹⁾	D	$288.85	11,623	D
Common Stock	04/16/2024		M		3,046	A	$0	14,669	D
Common Stock	04/16/2024		F		1,544⁽¹⁾	D	$288.53	13,125	D

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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	04/15/2024		M			4,307	⁽³⁾	⁽⁴⁾	Common Stock	4,307	$0	0	D
Restricted Stock Units	⁽²⁾	04/15/2024		M			1,013	⁽⁵⁾	⁽⁴⁾	Common Stock	1,013	$0	1,014	D
Restricted Stock Units	⁽²⁾	04/16/2024		M			3,046	⁽⁶⁾	⁽⁴⁾	Common Stock	3,046	$0	0	D

Explanation of Responses:

1. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.

2. Each restricted stock unit represents a contingent right to receive one share of WSM common stock.

3. Represents restricted stock units granted on April 15, 2021, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on April 15, 2024.

4. The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.

5. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2022, 2023, 2024 and 2025.

6. The restricted stock units vest in four equal installments on each anniversary of the grant date in 2021, 2022, 2023 and 2024.

	/s/ David R. King, Attorney-in-Fact for Karalyn Smith	04/17/2024
	** Signature of Reporting Person	Date
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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