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^*

TAUBMAN ROBERT S

(Last)

(First)

(Middle)

385000 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2005

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 Limited Voting Common Stock	09/07/2005		M⁽¹⁾⁽²⁾		636,278	A	⁽⁴⁾	642,778	I	By Family Trust

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)
Class B Common Stock	⁽⁵⁾	09/07/2005		M⁽¹⁾⁽²⁾			636,278	⁽⁵⁾	⁽⁴⁾	Class A Limited Voting Stock	636,278	⁽⁴⁾	0	I	By Family Trust
Class B Common Stock	⁽⁵⁾	09/07/2005		D⁽¹⁾⁽³⁾			621,416	⁽⁵⁾	⁽⁴⁾	Class A Limited Voting Stock	621,416	⁽³⁾	0	I	By Family Trust

Explanation of Responses:

1. On 09/07/2005, the Issuer and The A. Alfred Taubman 2003 Grantor Retained Annuity Trust (the "Reporting Person Entity"), The A. Alfred Taubman Restated Revocable Trust, The A. Alfred Taubman 2004 Grantor Retained Annuity Trust and Taubman Investments, LLC, The Judith M. Taubman Revocable Trust and, for purposes of certain provisions of the Transaction Agreement, A. Alfred Taubman and Robert S. Taubman (the "Reporting Person"), entered into a Transaction Agreement providing for a recapitalization of the Issuer, in which the Reporting Person Entity (1) converted an aggregate of 1,908,834 shares of Class B Common Stock into an equal number of shares of Class A Limited Voting Common Stock in accordance with the Issuer's Third Amended and Restated Articles of Incorporation and (2) exchanged an aggregate of 1,864,248 shares of Class B Common Stock for an aggregate of $45,276,984 in cash. The Reporting Person has a 1/3 beneficial interest in the Reporting Person Entity.

2. This footnote reflects those shares of Class B Common Stock which were so converted by the Reporting Person Entity into an equal number of shares of Class A Limited Voting Common Stock in the recapitalization.

3. This footnote reflects those shares of Class B Common Stock which were so exchanged by the Reporting Person Entity for an aggregate of $45,276,984 in cash in the recapitalization.

4. Not applicable.

5. The Class B Common Stock was convertible at the option of the holder on a one-for-one basis into Class A Limited Voting Common Stock.

	/s/ Robert S. Taubman	09/09/2005
	** 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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