Sec Form 4 Filing - King David Randolph @ WILLIAMS SONOMA INC - 2022-04-15

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
King David Randolph
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)
EVP GENERAL COUNSEL
(Last) (First) (Middle)
3250 VAN NESS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/15/2022
(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 04/15/2022 M 2,027 A $ 0 17,864 D
Common Stock 04/15/2022 F 1,005( 1 ) D $ 148.98 16,859 D
Common Stock 04/16/2022 M 8,122 A $ 0 24,981 D
Common Stock 04/16/2022 F 4,027( 1 ) D $ 148.98 20,954 D
Common Stock 04/18/2022 M 6,153 A $ 0 27,107 D
Common Stock 04/18/2022 F 3,051( 1 ) D $ 148.98 24,056 D
Common Stock 04/18/2022 M 10,412 A $ 0 34,468 D
Common Stock 04/18/2022 F 5,163( 1 ) D $ 148.98 29,305 D
Common Stock 04/18/2022 M 5,206 A $ 0 34,511 D
Common Stock 04/18/2022 F 2,582( 1 ) D $ 148.98 31,929 D
Common Stock 221 I By Managed Account( 2 )
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 ( 3 ) 04/15/2022 M 2,027 ( 4 ) ( 5 ) Common Stock 2,027 $ 0 6,082 D
Restricted Stock Units ( 3 ) 04/16/2022 M 8,122 ( 6 ) ( 5 ) Common Stock 8,122 $ 0 16,244 D
Restricted Stock Units ( 3 ) 04/18/2022 M 6,153 ( 7 ) ( 5 ) Common Stock 6,153 $ 0 0 D
Restricted Stock Units ( 3 ) 04/18/2022 M 10,412 ( 8 ) ( 5 ) Common Stock 10,412 $ 0 0 D
Restricted Stock Units ( 3 ) 04/18/2022 M 5,206 ( 9 ) ( 5 ) Common Stock 5,206 $ 0 5,207 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
King David Randolph
3250 VAN NESS AVENUE
SAN FRANCISCO, CA94109
EVP GENERAL COUNSEL
Signatures
/s/ David R. King 04/19/2022
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 )Represents the number of shares held by the reporting person in the Williams-Sonoma, Inc. Stock Fund under the Williams-Sonoma, Inc. 401(k) Plan, based on a statement dated April 18, 2022.
( 3 )Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
( 4 )The restricted stock units vest in four equal installments on each anniversary of the grant date in 2022, 2023, 2024 and 2025.
( 5 )The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.
( 6 )The restricted stock units vest in four equal installments on each anniversary of the grant date in 2021, 2022, 2023 and 2024.
( 7 )The restricted stock units vest in four equal installments on each anniversary of the grant date in 2019, 2020, 2021 and 2022.
( 8 )Represents restricted stock units granted on April 18, 2019, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on April 18, 2022.
( 9 )The restricted stock units vest in four equal installments on each anniversary of the grant date in 2020, 2021, 2022 and 2023.

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