3//SEC Filing
BidFair USA LLC 3
Accession 0001140361-19-011687
CIK 0000823094other
Filed
Jun 25, 8:00 PM ET
Accepted
Jun 26, 5:18 PM ET
Size
8.9 KB
Accession
0001140361-19-011687
Insider Transaction Report
Form 3
SOTHEBYSBID
Drahi Patrick
10% Owner
Holdings
- 826,399
Common Stock, par value $0.01 per share
- 0(indirect: See Footnotes)
Common Stock, par value $0.01 per share
BidFair USA LLC
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 826,399
Common Stock, par value $0.01 per share
Footnotes (4)
- [F1]This Form 3 is being jointly filed by Patrick Drahi ("Mr. Drahi"), an individual, and on behalf of BidFair USA LLC, a Delaware limited liability company ("BidFair," and, together with Mr. Drahi, the "Reporting Persons"). Bidfair is ultimately controlled by Mr.Drahi. Because of the relationship of Mr. Drahi to Bidfair, each Reporting Person may be deemed to own securities reported in this Form 3.
- [F2]Mr. Drahi owns 826,399 shares of common stock of Sotheby's (the "Issuer").
- [F3]BidFair and BidFair MergeRight Inc., a wholly-owned subsidiary of BidFair ("Merger Sub"), entered into the Voting and Support Agreement (the "Voting Agreement") with certain funds affiliated with Third Point LLC, Domenico De Sole, and Thomas S. Smith Jr. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 16, 2019, by and among the Issuer, BidFair and Merger Sub. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 26, 2019 (the "Schedule 13D").
- [F4]As a result of certain provisions contained in the Voting Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 6,903,948 shares of common stock of the Issuer, representing approximately 14.8% of the Issuer's outstanding shares based on 46,612,805 shares of common stock outstanding as of June 10, 2019 (as represented to the Reporting Persons by the Issuer pursuant to the Merger Agreement) deemed beneficially owned pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such shares of common stock that are the subject of the Voting Agreement and this Form 3 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 Form 3.
Documents
Issuer
SOTHEBYS
CIK 0000823094
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001780212
Filing Metadata
- Form type
- 3
- Filed
- Jun 25, 8:00 PM ET
- Accepted
- Jun 26, 5:18 PM ET
- Size
- 8.9 KB