Smith, Jr. Thomas S. 4
4 · SOTHEBYS · Filed Oct 4, 2019
Insider Transaction Report
Form 4
SOTHEBYSBID
Smith, Jr. Thomas S.
Director
Transactions
- Disposition to Issuer
Common Stock
2019-10-03$57.00/sh−5,610$319,770→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2019-10-03$57.00/sh−243,667$13,889,019→ 0 total - Disposition to Issuer
Common Stock
2019-10-03$57.00/sh−11,130$634,410→ 0 total(indirect: By Spouse)
Footnotes (2)
- [F1]This amount includes 51,168 shares acquired upon vesting and settlement of Performance Share Units ("Company Share Price PSUs"), which were subject to performance conditions based on the price of a share of the Issuer's Common Stock. Pursuant to the Agreement and Plan of Merger dated as of June 16, 2019, by and among BidFair USA Inc. (formerly a limited liability company known as BidFair USA LLC), BidFair MergeRight, Inc. and the Issuer (the "Merger Agreement"), each Company Share Price PSU was canceled and converted into the right to receive an amount in cash equal to the number of shares of Issuer's Common Stock earned in accordance with the terms and conditions set forth in the award agreement for the Company Share Price PSUs as reasonably determined by the Company's Compensation Committee multiplied by $57 a share (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, each share of the Issuer's Common Stock held by the reporting person was converted into the right to receive the Merger Consideration at the effective time of the merger. The Company Share Price PSUs shall be payable within ten (10) business days following the effective time of the merger.