Sotheby’s |
(Name of Issuer)
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Common Stock, par value
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$0.01 per share
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(Title of Class of Securities)
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835898107
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(CUSIP Number)
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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June 16, 2019 |
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 835898107
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13D
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Page 2 of 5
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Patrick Drahi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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826,399
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8
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SHARED VOTING POWER
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6,903,9481
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9
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SOLE DISPOSITIVE POWER
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826,399
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,730,347 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%2 |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 835898107
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13D
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Page 3 of 5
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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BidFair USA LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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6,903,9483
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,903,948 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14.8%4
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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(a) |
This Schedule 13D is being filed by Patrick Drahi (“Mr. Drahi”), an individual, and BidFair USA LLC, a Delaware limited liability company (“BidFair” and, together with Mr. Drahi, the “Reporting Persons”).
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(b) |
The principal business address of Mr. Drahi is 5 Rue Eugene Ruppert, L-2453, Grand Duchy of Luxembourg N4. The principal business address of BidFair is c/o Hughes Hubbard & Reed LLP, One Battery Park
Plaza, New York, New York 10004.
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(c) |
The principal business of Mr. Drahi is as a private investor. The principal business of BidFair is to act as a holding company in connection with the transactions described below.
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(d) |
and (e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person listed on Schedule A hereto, has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f) |
Mr. Drahi is a citizen of Israel.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a) |
and (b) As of the date hereof, Mr. Drahi owns 826,399 Shares and BidFair owns no Shares. For purposes of Rule 13d-3 under the Exchange Act, however, as a result of BidFair entering into the Voting Agreement, the Reporting Persons may
be deemed to possess shared voting power over, and therefore beneficially own for purposes of Rule 13d-3, the 6,903,948 Shares that are beneficially owned by the parties to the Voting Agreement. The 6,903,948 Shares over which the
Reporting Persons may be deemed to have shared voting power representing approximately 14.8% of the outstanding Shares. Notwithstanding the preceding, the Reporting Persons hereby disclaim beneficial ownership of all such Shares that are
the subject of the Voting Agreement and this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such Shares that are the subject of the Voting
Agreement and covered by this Schedule 13D.
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(c) |
Except as described in this Schedule 13D, there have been no transactions in the Shares effected by the Reporting Persons, or, to the best of the Reporting Persons’ knowledge, any person listed on Schedule A hereto, during the
last 60 days.
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(d) |
Other than the parties to the Voting Agreement, to the best of the Reporting Persons’ knowledge, neither any Reporting Person nor any person listed on Schedule A hereto has or knows any other person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by any Reporting Person.
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(e) |
Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Exhibit No. |
Description
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1 |
Agreement and Plan of Merger, dated June 16, 2019, by and among Sotheby’s, BidFair USA LLC and BidFair MergeRight Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Sotheby’s on June 17, 2019).
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2 |
Voting and Support Agreement, dated June 16, 2019, by and among BidFair USA LLC, BidFair MergeRight Inc., Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Offshore Master Fund L.P., Third Point Ultra Master
Fund L.P., Third Point Enhanced L.P., Domenico De Sole, and Thomas S. Smith, Jr. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Sotheby’s on June 17, 2019).
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3 |
Joint Filing Agreement, dated as of June 26, 2019, by and between Patrick Drahi and BidFair USA LLC.
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4 |
Power of Attorney.
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BIDFAIR USA LLC
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By:
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/s/ Jean-Luc Berrebi |
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Name: Jean-Luc Berrebi
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Title: Manager
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/s/ Jean-Luc Berrebi |
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Patrick Drahi
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By Jean-Luc Berrebi, Attorney-in-Fact |
Name
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Business Address
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Present Principal Occupation
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Jean-Luc Berrebi
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Rue de Rhône 114, 1204 Geneva, Switzerland
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Manager
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BIDFAIR USA LLC
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By:
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/s/ Jean-Luc Berrebi | ||
Name: Jean-Luc Berrebi
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Title: Manager
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/s/ Jean-Luc Berrebi | |||
Patrick Drahi
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By Jean-Luc Berrebi, Attorney-in-Fact |
Signed and Acknowledged:
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/s/ Patrick Drahi
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Patrick Drahi
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