WILLIAMS SONOMA INC — Director's Dealing 2014

Apr 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2014-04-26

Reporting Person: STANGL SANDRA (PRESIDENT POTTERY BARN BRANDS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-26	Common Stock	M	11723	—	Acquired	41422	Direct
2014-04-26	Common Stock	F	6118	$62.27	Disposed	35304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-26	Restricted Stock Units	$	M	11723	Disposed		Common Stock (11723)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5567	Indirect

Footnotes

F1: Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations.

F2: 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 26, 2014.

F3: Each restricted stock unit represents a contingent right to receive one share of WSM common stock.

F4: The restricted stock units vest in four installments on each anniversary of the grant date in 2014, 2015, 2016 and 2017. Vesting of these units is subject to a performance metric.

F5: The restricted stock units are cancelled upon vesting and delivery of shares of WSM common stock.