0001127602-19-030123.txt : 20191004 0001127602-19-030123.hdr.sgml : 20191004 20191004123704 ACCESSION NUMBER: 0001127602-19-030123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191003 FILED AS OF DATE: 20191004 DATE AS OF CHANGE: 20191004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOSS MICHAEL F CENTRAL INDEX KEY: 0001213399 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09750 FILM NUMBER: 191138115 MAIL ADDRESS: STREET 1: BAIN CAPITAL PARTNERS LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOTHEBYS CENTRAL INDEX KEY: 0000823094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 382478409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1334 YORK AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-606-7000 MAIL ADDRESS: STREET 1: 1334 YORK AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 FORMER COMPANY: FORMER CONFORMED NAME: SOTHEBYS HOLDINGS INC DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-10-03 1 0000823094 SOTHEBYS BID 0001213399 GOSS MICHAEL F 1334 YORK AVE NEW YORK NY 10021 1 EVP, Chief Financial Officer Common Stock 2019-10-03 4 D 0 87522 57.00 D 0 D Restricted Stock Units 2019-10-03 4 D 0 27959 57.00 D Common Stock 27959 26342 D This amount includes 9,320 shares acquired upon vesting and settlement of Performance Share Units ("Company PSUs"). 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 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 PSUs as reasonably determined by the Company's Compensation Committee multiplied by $57 a share (the "Merger Consideration"). 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 PSUs shall be payable within ten (10) business days following the effective time of the merger. Each Restricted Stock Unit represented the right to receive one share of Common Stock under the Company's Restricted Stock Unit Plan or 2018 Equity Incentive Plan and vests over a three year period in three equal annual installments. Pursuant to the Merger Agreement, at the effective time of the merger, the Restricted Stock Units held by the reporting person were canceled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Common Stock underlying such Restricted Stock Units and (y) the Merger Consideration. The Restricted Stock Units granted in 2019 will be paid within ten (10) business days following the effective time of the merger. All other Restricted Stock Units will be paid pursuant to their original vesting schedule. /s/ David G. Schwartz as Attorney-In-Fact 2019-10-04