Sec Form 4 Filing - Benson Marta @ WILLIAMS SONOMA INC - 2020-05-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Benson Marta
2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [ WSM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRESIDENT POTTERY BARN BRAND
(Last) (First) (Middle)
3250 VAN NESS AVE.
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2020
(Street)
SAN FRANCISCO, CA94109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/01/2020 M 5,550 A $ 0 33,783 D
Common Stock 05/01/2020 F 2,752 ( 1 ) D $ 61.84 31,031 D
Common Stock 05/01/2020 M 11,100 A $ 0 42,131 D
Common Stock 05/01/2020 F 5,504 ( 1 ) D $ 61.84 36,627 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 05/01/2020 M 5,550 ( 3 ) ( 4 ) Common Stock 5,550 $ 0 5,551 D
Restricted Stock Units ( 2 ) 05/01/2020 M 11,100 ( 5 ) ( 4 ) Common Stock 11,100 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benson Marta
3250 VAN NESS AVE.
SAN FRANCISCO, CA94109
PRESIDENT POTTERY BARN BRAND
Signatures
/s/ David R. King, Attorney-in-Fact for Marta Benson 05/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.
( 2 )Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
( 3 )The restricted stock units vest in four equal installments on each anniversary of the grant date in 2018, 2019, 2020 and 2021. Vesting of these units was subject to a performance metric, which has been met.
( 4 )The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.
( 5 )Represents restricted stock units granted on May 1, 2017, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on May 1, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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