X0303 4 2010-02-09 0 0000823094 SOTHEBYS BID 0001249602 WOODHEAD ROBIN 1334 YORK AVENUE NEW YORK NY 10021 1 1 0 0 EVP & Chairman Soth. Intl. Common Stock 2010-02-09 4 D 0 38344 D 63137 D Employee Stock Option (right to buy) 22.11 2010-02-09 4 A 0 50000 A 2011-02-09 2020-02-09 Common Stock 50000 60000 D Reflects the cancellation of the stated number of shares of unvested restricted stock subject to performance as well as time vesting criteria granted to the Reporting Person on July 13, 2006. These unvested restricted stock shares are being cancelled and, in their place, the Reporting Person has received a grant of 29,000 Performance Share Units ("PSUs") that will be settled for an equal number of shares of company Common Stock if performance and time vesting criteria are met. As the performance requirements for the PSUs are based on criteria other than company stock price, the PSUs do not qualify as a "derivative security" reportable on Table II of this form and are referenced solely because of their relationship to the cancelled unvested restricted stock shares. Includes 14,330 shares of unvested restricted stock Issued pursuant to the Sotheby's 1997 Stock Option Plan 25% of this award will vest on each of the next 4 anniversaries of the date of grant. Not Applicable /s/ Robin Woodhead 2010-02-11