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*
RUPRECHT WILLIAM F

(Last) (First) (Middle)
38500 WOODWARD AVENUE
SUITE 100

(Street)
BLOOMFIELD HILLS MI 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2004
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)
Code V Amount (A) or (D) Price
Class A Ltd. Voting Common Stock 08/11/2004 C 400 A (1) 400 D
Class A Ltd. Voting Common Stock 08/11/2004 S 220 D $15.5 180 D
Class A Ltd. Voting Common Stock 08/11/2004 S 180 D $15.54 0 D
Class A Ltd. Voting Common Stock 08/13/2004 C 6,600 A (1) 6,600 D
Class A Ltd. Voting Common Stock 08/13/2004 S 1,500 D $15 5,100 D
Class A Ltd. Voting Common Stock 08/13/2004 S 1,000 D $15.04 4,100 D
Class A Ltd. Voting Common Stock 08/13/2004 S 4,100 D $15.05 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option-Right to Buy(2) $10.875 08/11/2004 M 400 (3) 02/08/2005 Class B Common Stock 400 (5) 6,600 D
Class B Common Stock (1) 08/11/2004 M 400 (1) (1) Class A Ltd. Voting Common Stock 400 $10.875 254,557(4) D
Class B Common Stock (1) 08/11/2004 C 400 (1) (1) Class A Ltd. Voting Common Stock 400 (1) 254,157(4) D
Employee Stock Option-Right to Buy(2) $10.875 08/13/2004 M 6,600 (3) 02/08/2005 Class B Common Stock 6,600 (5) 0 D
Class B Common Stock (1) 08/13/2004 M 6,600 (1) (1) Class A Ltd. Voting Common Stock 6,600 $10.875 260,757(4) D
Class B Common Stock (1) 08/13/2004 C 6,600 (1) (1) Class A Ltd. Voting Common Stock 6,600 (1) 254,157(4) 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 1987 Employee Stock Option Plan.
3. 20% of this grant vested on each of the following dates: 2/9/1996, 2/9/1997, 2/9/1998, 2/9/1999 and 2/9/2000.
4. This number includes 136,591 shares of Class B Common Stock acquired by Mr. Ruprecht 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 Commission on April 2, 2004. These Shares were inadvertently excluded due to clerical error from this column in sveral intervening Form 4 and Form 4 amendment filings.
5. Not Applicable
Remarks:
Explanation of Responses: This Form 4 is being filed (i) to report Mr. Ruprecht's exercise of 7,000 options for the same number of the Issuer's Class B Common Stock shares at a price of $10.875 per share, the conversion of such Class B Common Stock shares to 7,000 Class A Limited Voting Common Stock shares and the sale of such Class A Limited Voting Common Stock shares; (ii) to submit a Confirming Statement regarding the authority of the individual listed therein to file certain Form 4 statements on behalf of Mr. Ruprecht's Class B Common Stock holdings as described in footnote (4) below.
William F. Ruprecht 08/13/2004
** 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).
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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