Page 7 of 9 – SEC Filing
CUSIP No. 835898107
SCHEDULE 13D
This Amendment No. 12
supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the SEC) on July 30, 2013, as amended from time to time (the Schedule
13D), relating to Common Stock, par value $0.01 per share (the Shares), of Sothebys, a Delaware corporation (the Issuer). All capitalized terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all
Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or
Other Consideration.
The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.
The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by Marcato is approximately
$95,153,380.
Item 4. Purpose of Transaction.
The responses to Items 3, 5 and 6 of the Schedule 13D are incorporated herein by reference.
On October 3, 2016, Marcato, L.P. and Marcato II, L.P. (collectively, the Sellers) entered into a Share Repurchase Agreement (the Share
Repurchase Agreement) with the Issuer pursuant to which the Issuer agreed to purchase 2,050,000 Shares from the Sellers (the Repurchase Transaction) at a per Share price of $36 and an aggregate purchase price of $73,800,000.
Pursuant to the Share Repurchase Agreement, Marcato, L.P. agreed to sell 2,006,345 Shares and Marcato II, L.P. agreed to sell 43,655 Shares. The Repurchase Transaction was consummated on October 4, 2016.
The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Share Repurchase Agreement, which is incorporated by reference as Exhibit 1 and is incorporated herein by reference.
In connection with the
Repurchase Transaction, the Sellers, Marcato, Marcato International Master Fund, Ltd. and Richard T. McGuire III (collectively, the Marcato Parties) entered into a Confidentiality Agreement, dated October 3, 2016 (the
Confidentiality Agreement), with the Issuer pursuant to which the Issuer provided the Marcato Parties with certain information necessary to evaluate the decision to enter into the Share Repurchase Agreement. Pursuant to the
Confidentiality Agreement, the Marcato Parties have agreed not to trade in, purchase or sell any securities of the Issuer until two business days after the time the Issuer announces earnings for the third quarter of 2016.
The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Confidentiality Agreement, which is incorporated by reference as Exhibit 2 and is incorporated herein by reference.
Item 5. Interest in
Securities of the Issuer.
(a) – (e) As of the date hereof, (i) Marcato and Mr. McGuire may be deemed to be the beneficial
owners of 2,620,048 Shares (the Marcato Shares) constituting 4.9% of the Shares, (ii) Marcato, L.P. may be deemed to be the beneficial owner of 718,616 Shares, constituting 1.4% of the Shares, (iii) Marcato II, L.P. may be
deemed to be the beneficial owner of 71,845 Shares, constituting 0.1% of the Shares and (iv) Marcato International Master Fund, Ltd. may be deemed to be the beneficial owner of 1,829,587 Shares, constituting 3.4% of the Shares, each based upon
a total of 53,084,327 Shares outstanding as of October 4, 2016 (based on disclosure in the Issuers Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016, and taking into account the Repurchase Transaction).
CUSIP No. 835898107
SCHEDULE 13D
This Amendment No. 12
supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the SEC) on July 30, 2013, as amended from time to time (the Schedule
13D), relating to Common Stock, par value $0.01 per share (the Shares), of Sothebys, a Delaware corporation (the Issuer). All capitalized terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all
Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 3. Source and Amount of Funds or
Other Consideration.
The responses to Items 4, 5 and 6 of the Schedule 13D are incorporated herein by reference.
The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by Marcato is approximately
$95,153,380.
Item 4. Purpose of Transaction.
The responses to Items 3, 5 and 6 of the Schedule 13D are incorporated herein by reference.
On October 3, 2016, Marcato, L.P. and Marcato II, L.P. (collectively, the Sellers) entered into a Share Repurchase Agreement (the Share
Repurchase Agreement) with the Issuer pursuant to which the Issuer agreed to purchase 2,050,000 Shares from the Sellers (the Repurchase Transaction) at a per Share price of $36 and an aggregate purchase price of $73,800,000.
Pursuant to the Share Repurchase Agreement, Marcato, L.P. agreed to sell 2,006,345 Shares and Marcato II, L.P. agreed to sell 43,655 Shares. The Repurchase Transaction was consummated on October 4, 2016.
The foregoing description of the Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Share Repurchase Agreement, which is incorporated by reference as Exhibit 1 and is incorporated herein by reference.
In connection with the
Repurchase Transaction, the Sellers, Marcato, Marcato International Master Fund, Ltd. and Richard T. McGuire III (collectively, the Marcato Parties) entered into a Confidentiality Agreement, dated October 3, 2016 (the
Confidentiality Agreement), with the Issuer pursuant to which the Issuer provided the Marcato Parties with certain information necessary to evaluate the decision to enter into the Share Repurchase Agreement. Pursuant to the
Confidentiality Agreement, the Marcato Parties have agreed not to trade in, purchase or sell any securities of the Issuer until two business days after the time the Issuer announces earnings for the third quarter of 2016.
The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Confidentiality Agreement, which is incorporated by reference as Exhibit 2 and is incorporated herein by reference.
Item 5. Interest in
Securities of the Issuer.
(a) – (e) As of the date hereof, (i) Marcato and Mr. McGuire may be deemed to be the beneficial
owners of 2,620,048 Shares (the Marcato Shares) constituting 4.9% of the Shares, (ii) Marcato, L.P. may be deemed to be the beneficial owner of 718,616 Shares, constituting 1.4% of the Shares, (iii) Marcato II, L.P. may be
deemed to be the beneficial owner of 71,845 Shares, constituting 0.1% of the Shares and (iv) Marcato International Master Fund, Ltd. may be deemed to be the beneficial owner of 1,829,587 Shares, constituting 3.4% of the Shares, each based upon
a total of 53,084,327 Shares outstanding as of October 4, 2016 (based on disclosure in the Issuers Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2016, and taking into account the Repurchase Transaction).
