8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
 
 
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
November 9, 2015
 
 
Date of Report (Date of Earliest Event Reported)
 
 
 
 
 
 
 
 
Sotheby's
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-9750
38-2478409
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
1334 York Avenue
 
 
New York, NY
 
10021
(Address of principal executive offices)
 
(Zip Code)
 
(212) 606-7000
 
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
 
 
 
 
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

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Item 8.01 Other Events

On August 13, 2015, Sotheby's entered into an accelerated share repurchase (“ASR”) agreement (the “ASR Agreement”) with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to which it received an initial delivery of 2,667,378 shares of its Common Stock for an initial purchase price of $125 million. On November 9, 2015, JPMorgan provided notice to Sotheby’s electing to conclude the transaction. As a result of the conclusion of the ASR Agreement, Sotheby’s will receive an additional 1,038,280 shares of its Common Stock on November 12, 2015. In total, the ASR Agreement will result in the repurchase of 3,705,658 shares of Sotheby’s Common Stock at an average price of $33.73 per share.
    
    



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
SOTHEBY'S
 
 
 
 
 
 
 
By:
/s/ Kevin M. Delaney
 
 
 
 
 
 
 
Kevin M. Delaney
 
 
 
Senior Vice President,
 
 
 
Controller and Chief Accounting Officer
 
 
 
 
 
 
Date:
November 10, 2015


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