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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
ALBER LAURA

(Last) (First) (Middle)
3250 VAN NESS AVENUE

(Street)
SAN FRANCISCO CA 94109

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [ WSM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT WSI
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008
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
Common Stock 05/02/2008 J 921 A $27.24 7,864(1) I by Managed Account
Common Stock 2,000 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
Restricted Stock Units (2) 05/02/2008 A 17,579 (3) (4) Common Stock 17,579 $0 167,579 D
Explanation of Responses:
1. The reporting person owns $214,209.36 in the Williams-Sonoma, Inc. stock fund under the Williams-Sonoma, Inc. 401(k) Plan, based on a statement dated May 2, 2008. The number of shares indirectly owned was calculated by dividing the amount owned in the Williams-Sonoma, Inc. stock fund by $27.24, the closing price of Williams-Sonoma, Inc. common stock on May 2, 2008.
2. Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
3. The restricted stock units vest on May 2, 2012, subject to Williams-Sonoma, Inc. achieving certain performance goals for the 2008 fiscal year and continued employment of the reporting person through May 2, 2012. Dividend equivalent payments will accrue and be paid upon vesting on May 2, 2012. Vested shares will be delivered to the reporting person upon vesting or the end of the deferral period, if applicable.
4. The restricted stock units vest on May 2, 2012, subject to Williams-Sonoma, Inc. achieving certain performance goals for the 2008 fiscal year and the continued employment of the reporting person through May 2, 2012. Dividend equivalent payments will accrue and be paid upon vesting on May 2, 2012. Vested shares will be delivered to the reporting person upon vesting or the end of the deferral period, if applicable.
By: Attorney-in-Fact, Laurel Pies For: Laura Alber 05/06/2008
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.