UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Sotheby’s

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

835898107

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

375 Park Avenue, 21st Floor

New York, NY 10152

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2013

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 835898107

 

1		NAME OF REPORTING PERSONS   Third Point LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   6,350,000 (see Item 5)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   6,350,000 (see Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,350,000 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%
14		TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 835898107

 

1		NAME OF REPORTING PERSONS   Daniel S. Loeb
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   6,350,000 (see Item 5)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   6,350,000 (see Item 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,350,000 (see Item 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   9.3%
14		TYPE OF REPORTING PERSON   IN

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This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Sotheby’s, a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed on August 26, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated to read as follows:

The Funds expended an aggregate of approximately $265,986,084 of their own investment capital to acquire the shares of Common Stock held by them, for a total average cost per share of $41.89 (which amounts are calculated after netting the approximately $10,064,347 earned by the Funds at the termination of previously disclosed swaps).

The Reporting Persons and Funds may effect purchases of shares of Common Stock through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On October 2, 2013, the Management Company sent a letter to Mr. William F. Ruprecht, the Chief Executive Officer of the Issuer. The letter is attached as Exhibit 99.3 and incorporated by reference in this Item 4 in its entirety.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated to read as follows:

(a) As of 4:00 p.m., New York City time, on October 1, 2013, the Reporting Persons beneficially own an aggregate of 6,350,000 shares of Common Stock held by the Funds (the “Shares”). The Shares represent 9.3% of the Issuer’s Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 68,337,055 shares of Common Stock outstanding as of July 31, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed by the Issuer with the Securities and Exchange Commission on August 6, 2013.

(b) Each of the Reporting Persons shares voting and dispositive power over the shares of Common Stock held directly by the Funds.

(c) Set forth on Schedule I hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 1, 2013.

(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of, the Shares.

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and restated to read as follows:

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which was previously filed with the Original Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

        The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.

As of 4:00 p.m., New York City time, on October 1, 2013, the Funds have sold American-style put options referencing an aggregate of 2,131,000 shares of Common Stock at an exercise price between $45.00 per share and $46.00 per share, which expire in October 2013.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

Exhibit Number		Description of Exhibits
99.3		Letter, dated October 2, 2013, to Mr. William F. Ruprecht, Chief Executive Officer of the Issuer.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

		THIRD POINT LLC   By: Daniel S. Loeb, Chief Executive Officer
Date: October 2, 2013
		By:		/s/ William Song
				Name: William Song
				Title:   Attorney-in-Fact
		DANIEL S. LOEB
Date: October 2, 2013
		By:		/s/ William Song
				Name: William Song
				Title:   Attorney-in-Fact

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SCHEDULE I

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 1, 2013. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Date of Transaction		Number of Shares Purchased (Sold)				Price per Share
8/2/2013			40,000				44.68
8/2/2013			50,000				44.76
8/6/2013			200,000				44.71
8/15/2013			100,000				44.70
8/15/2013			(75,000	)*			44.73
8/15/2013			75,000	*			44.73
8/16/2013			225,000				44.94
8/19/2013			50,000				44.54
8/21/2013			(500,000	)			45.00
8/21/2013			(125,000	)			44.93
8/21/2013			900,000				44.92
8/22/2013			(270,000	)			45.36
8/22/2013			30,200				45.00
8/22/2013			105,000				45.08
8/23/2013			9,800				45.76
9/30/2013			595,000				49.16
9/30/2013			630,000				49.17
9/30/2013			500,000				49.16
9/30/2013			500,000				49.17
10/1/2013			200,000				49.72

 

*

Rebalancing trade.

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INDEX TO EXHIBITS

 

Exhibit Number		Description of Exhibits
99.3		Letter, dated October 2, 2013, to Mr. William F. Ruprecht, Chief Executive Officer of the Issuer.