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^*

GOSS MICHAEL F

(Last)

(First)

(Middle)

1334 YORK AVE

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOTHEBYS [ BID ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2019

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	10/03/2019		D		87,522⁽¹⁾	D	$57⁽²⁾	0	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	⁽³⁾	10/03/2019		D			27,959	⁽³⁾	⁽³⁾	Common Stock⁽³⁾	27,959⁽³⁾	$57⁽³⁾	26,342	D

Explanation of Responses:

1. 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").

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 PSUs shall be payable within ten (10) business days following the effective time of the merger.

3. 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	10/04/2019
	** 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).
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