X0202 4 2005-09-07 0 0000823094 SOTHEBYS HOLDINGS INC BID 0001066546 TAUBMAN ROBERT S 385000 WOODWARD AVENUE SUITE 100 BLOOMFIELD HILLS MI 48304 1 0 0 0 Class A Limited Voting Common Stock 2005-09-07 4 M 0 636278 A 642778 I By Family Trust Class B Common Stock 2005-09-07 4 M 0 636278 D Class A Limited Voting Stock 636278 0 I By Family Trust Class B Common Stock 2005-09-07 4 D 0 621416 D Class A Limited Voting Stock 621416 0 I By Family Trust 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. 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. 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. Not applicable. 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 2005-09-09