WILLIAMS SONOMA INC — Director's Dealing 2014

Apr 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2014-04-16

Reporting Person: CONNOLLY PAT (Director, EVP CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-16	Common Stock	M	15032	—	Acquired	540270	Direct
2014-04-16	Common Stock	F	7844	$62.40	Disposed	532426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-16	Restricted Stock Units	$	M	15032	Disposed		Common Stock (15032)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37923	Indirect
Common Stock	225000	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 16, 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 two installments on April 16, 2014 and 2016. 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.