SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 9)*

Under the Securities Exchange Act of 1934

SOTHEBY’S

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

835898107

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

One Montgomery Street, Suite 3250

San Francisco, CA 94104

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPIES TO:

Jeffrey L. Kochian, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

April 17, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following page(s)

Page 1 of 9 Pages

CUSIP No. 835898107 Page 2 of 9 Pages

1	Names of Reporting Persons MARCATO CAPITAL MANAGEMENT LP
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.   x
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 6,571,806
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 6,571,806
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,571,806
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13	Percent of Class Represented By Amount in Row (11) 9.48%
14	Type of Reporting Person (See Instructions) IA

CUSIP No. 835898107 Page 3 of 9 Pages

1	Names of Reporting Persons RICHARD T. MCGUIRE III
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.   x
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization UNITED STATES OF AMERICA
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 6,571,806
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 6,571,806
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,571,806
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13	Percent of Class Represented By Amount in Row (11) 9.48%
14	Type of Reporting Person (See Instructions) IN

CUSIP No. 835898107 Page 4 of 9 Pages

1	Names of Reporting Persons MARCATO, L.P.
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.   x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 1,529,666
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 1,529,666
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,529,666
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13	Percent of Class Represented By Amount in Row (11) 2.21%
14	Type of Reporting Person (See Instructions) PN

CUSIP No. 835898107 Page 5 of 9 Pages

1	Names of Reporting Persons MARCATO II, L.P.
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.   x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 106,118
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 106,118
11	Aggregate Amount Beneficially Owned by Each Reporting Person 106,118
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13	Percent of Class Represented By Amount in Row (11) 0.15%
14	Type of Reporting Person (See Instructions) PN

CUSIP No. 835898107 Page 6 of 9 Pages

1	Names of Reporting Persons MARCATO INTERNATIONAL MASTER FUND, LTD.
2	Check the Appropriate Box If a Member of a Group (See Instructions) a.  ¨        b.   x
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization CAYMAN ISLANDS
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 4,936,022
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 4,936,022
11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,936,022
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13	Percent of Class Represented By Amount in Row (11) 7.12%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 835898107 Page 7 of 9 Pages

SCHEDULE 13D

This Amendment No. 9 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on July 30, 2013, as amended from time to time (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the “Shares”), of Sotheby’s, a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 3. Source and Amount of Funds or Other Consideration.

The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.

The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by Marcato is approximately $262,530,291.

Item 5. Interest in Securities of the Issuer.

(a) - (e) As of the date hereof, (i) Marcato and Mr. McGuire may be deemed to be the beneficial owners of 6,571,806 Shares (the “Marcato Shares”) constituting 9.48% of the Shares, (ii) Marcato, L.P. may be deemed to be the beneficial owner of 1,529,666 Shares, constituting 2.21% of the Shares, (iii) Marcato II, L.P. may be deemed to be the beneficial owner of 106,118 Shares, constituting 0.15% of the Shares and (iv) Marcato International Master Fund, Ltd. may be deemed to be the beneficial owner of 4,936,022 Shares, constituting 7.12% of the Shares, each based upon a total of 69,328,560 Shares outstanding as of March 12, 2015 (based on the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 26, 2015).

Marcato, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 1,529,666 Shares. Marcato II, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 106,118 Shares. Marcato International Master Fund, Ltd. may be deemed to have the shared power to vote or direct vote of (and the shared power to dispose or direct the disposition of) 4,936,022 Shares. Marcato, as the investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares. By virtue of Mr. McGuire’s position as managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 2.

The limited partners of (or investors in) each of Marcato, L.P., Marcato II, L.P., and Marcato International Master Fund, Ltd., or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

CUSIP No. 835898107 Page 8 of 9 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The responses to Items 3, 4 and 5 of the Schedule 13D are incorporated herein by reference.

As reported in Exhibit 2, the Reporting Persons exercised American-style call options described in the Schedule 13D that were exercisable through April 17, 2015 and thereby acquired 1,500,000 Shares in the aggregate.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 2 - Transactions in the Shares effected in the past 60 days.

CUSIP No. 835898107 Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 21, 2015	MARCATO CAPITAL MANAGEMENT LP
	By:	Marcato Holdings LLC
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III
		Authorized Person
Date: April 21, 2015	RICHARD T. MCGUIRE III
	By:	/s/ Richard T. McGuire III
Date: April 21, 2015	MARCATO, L.P.
	By:	MCM General Partner LLC, its General Partner
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III
		Authorized Person
Date: April 21, 2015	MARCATO II, L.P.
	By:	MCM General Partner LLC, its General Partner
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III
		Authorized Person
Date: April 21, 2015	MARCATO INTERNATIONAL MASTER FUND, LTD.
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III
		Director

EX-99.2

EXHIBIT 2

TRANSACTIONS

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 20, 2015. All such transactions were purchases or sales of Shares effected in the open market, and the table includes commissions paid in per share prices.

Fund	Trade Date	Buy/Sell(1)	Shares			Unit Cost		Security
Marcato II, L.P.	04/01/2015	Sell*		(9,102	)		42.26	Common Stock
Marcato II, L.P.	04/01/2015	Buy*		2,534			0.08	OTC Put Option (2)
Marcato II, L.P.	04/01/2015	Sell*		(2,534	)		3.50	OTC Call Option (3)
Marcato II, L.P.	04/01/2015	Buy*		2,534			0.13	OTC Call Option (3)
Marcato II, L.P.	04/17/2015	(4)		24,356			39.00	Common Stock
Marcato International Master Fund, Ltd.	04/01/2015	Buy*		8,746			42.26	Common Stock
Marcato International Master Fund, Ltd.	04/01/2015	Sell*		(2,434	)		0.08	OTC Put Option (2)
Marcato International Master Fund, Ltd.	04/01/2015	Buy*		2,434			3.50	OTC Call Option (3)
Marcato International Master Fund, Ltd.	04/01/2015	Sell*		(2,434	)		0.13	OTC Call Option (3)
Marcato International Master Fund, Ltd.	04/17/2015	(4)		1,128,440			39.00	Common Stock
Marcato, L.P.	04/01/2015	Buy*		356			42.26	Common Stock
Marcato, L.P.	04/01/2015	Sell*		(100	)		0.08	OTC Put Option (2)
Marcato, L.P.	04/01/2015	Buy*		100			3.50	OTC Call Option (3)
Marcato, L.P.	04/01/2015	Sell*		(100	)		0.13	OTC Call Option (3)
Marcato, L.P.	04/17/2015	(4)		347,204			39.00	Common Stock

(1) All transactions noted by an * are rebalancing transactions.

(2) Represents shares underlying American-style put options purchased or sold, as applicable, in the over the counter market that were exercisable through April 17, 2015.

(3) Represents shares underlying American-style call options purchased or sold, as applicable, in the over the counter market that were exercisable through April 17, 2015.

(4) Represents the exercise of certain call options and corresponding acquisition of underlying common stock.