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^*

SHERIDAN WILLIAM S

(Last)

(First)

(Middle)

38500 WOODWARD AVENUE

SUITE 100

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2004

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)
Class A Ltd. Voting Common Stock	08/18/2004		C		56,250	A	⁽¹⁾	56,250	D
Class A Ltd. Voting Common Stock	08/18/2004		S		200	D	$15.61	56,050	D
Class A Ltd. Voting Common Stock	08/18/2004		S		300	D	$15.62	55,750	D
Class A Ltd. Voting Common Stock	08/18/2004		S		1,900	D	$15.63	53,850	D
Class A Ltd. Voting Common Stock	08/18/2004		S		300	D	$15.64	53,550	D
Class A Ltd. Voting Common Stock	08/18/2004		S		4,900	D	$15.65	48,650	D
Class A Ltd. Voting Common Stock	08/18/2004		S		1,500	D	$15.66	47,150	D
Class A Ltd. Voting Common Stock	08/18/2004		S		2,100	D	$15.67	45,050	D
Class A Ltd. Voting Common Stock	08/18/2004		S		2,900	D	$15.68	42,150	D
Class A Ltd. Voting Common Stock	08/18/2004		S		3,250	D	$15.69	38,900	D
Class A Ltd. Voting Common Stock	08/18/2004		S		5,400	D	$15.7	33,500	D
Class A Ltd. Voting Common Stock	08/18/2004		S		500	D	$15.71	33,000	D
Class A Ltd. Voting Common Stock	08/18/2004		S		800	D	$15.72	32,200	D
Class A Ltd. Voting Common Stock	08/18/2004		S		1,700	D	$15.73	30,500	D
Class A Ltd. Voting Common Stock	08/18/2004		S		4,500	D	$15.74	26,000	D
Class A Ltd. Voting Common Stock	08/18/2004		S		2,600	D	$15.75	23,400	D
Class A Ltd. Voting Common Stock	08/18/2004		S		1,400	D	$15.78	22,000	D
Class A Ltd. Voting Common Stock	08/18/2004		S		1,100	D	$15.79	20,900	D
Class A Ltd. Voting Common Stock	08/18/2004		S		8,500	D	$15.8	12,400	D
Class A Ltd. Voting Common Stock	08/18/2004		S		200	D	$15.82	12,200	D
Class A Ltd. Voting Common Stock	08/18/2004		S		9,800	D	$15.83	2,400	D
Class A Ltd. Voting Common Stock	08/18/2004		S		2,000	D	$15.84	400	D
Class A Ltd. Voting Common Stock	08/18/2004		S		400	D	$15.85	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)
Employee Stock Option-Right to Buy⁽²⁾	$11.24	08/18/2004		M			40,000	⁽³⁾	09/27/2011	Class B Common Stock	40,000	⁽⁴⁾	110,000	D
Class B Common Stock	⁽¹⁾	08/18/2004		M		40,000		⁽¹⁾	⁽¹⁾	Class A Ltd. Voting Common Stock	40,000	$11.24	60,614⁽⁵⁾	D
Class B Common Stock	⁽¹⁾	08/18/2004		C			40,000	⁽¹⁾	⁽¹⁾	Class A Ltd. Voting Common Stock	40,000	⁽¹⁾	20,614⁽⁵⁾	D
Employee Stock Option-Right to Buy⁽²⁾	$8.65	08/18/2004		M			16,250	08/05/2004	08/04/2013	Class B Common Stock	16,250	⁽⁴⁾	48,750	D
Class B Common Stock	⁽¹⁾	08/18/2004		M		16,250		⁽¹⁾	⁽¹⁾	Class A Ltd. Voting Common Stock	16,250	$8.65	36,864⁽⁵⁾	D
Class B Common Stock	⁽¹⁾	08/18/2004		C			16,250	⁽¹⁾	⁽¹⁾	Class A Ltd. Voting Common Stock	16,250	⁽¹⁾	20,614⁽⁵⁾⁽⁶⁾	D

Explanation of Responses:

1. The Issuer's Class B Common Stock is freely convertible into the Issuer's Class A Limited Voting Common Stock on a one-for-one basis.

2. Granted under the Issuer's 1997 Employee Stock Option Plan.

3. 9/28/2002 as to 30,000 options and 9/28/2003 as to the remaining 10,000 options exercised.

4. Not Applicable.

5. This number includes 20,614 shares of class B Common Stock acquired by Mr. Sheridan from the Issuer under the Issuer's 2003 Restricted Stock Plan pursuant to the Issuer's Exchange Offer on March 31, 2004, all of which were previously reported in a timely fashion on a Form 4 filed with the Securities and Exchange commision on April 2, 2004. These shares were inadvertently excluded from this column in an intervening Form 4 filing due to a clerical error.

6. This number excludes 13,000 options owned by Mr. Sheridan's wife, an employee of the Issuer.

Remarks:

Explanation of Responses: This Form 4 is being filed to report a stock option exercise by Mr. Sheridan for the following: the excersice of 40,000 & 16,250 options for the same number of the Issuer's Class B Common Stock shares at a price of $11.24 and $8.65, respectively, per share, the conversion of such Class B Common Stock shares to 56,250 Class A Limited Voting Common Stock shares and the sale of such Class A Limited Voting Common Stock shares.

	William Sheridan	08/19/2004
	** 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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