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^*

Devonshire Duke of

(Last)

(First)

(Middle)

1334 YORK AVENUE

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

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)

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)
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

Explanation of Responses:

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.

Remarks:

	/s/ Jonathan Olsoff as Attorney-In-Fact	05/19/2015
	** 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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