WILLIAMS SONOMA INC — Director's Dealing 2016

Apr 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2016-04-20

Reporting Person: Brett James W. Jr. (PRESIDENT WEST ELM BRAND)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-20	Common Stock	M	5718	—	Acquired	35823	Direct
2016-04-20	Common Stock	F	3192	$59.69	Disposed	32631	Direct
2016-04-20	Common Stock	M	3267	—	Acquired	35898	Direct
2016-04-20	Common Stock	F	1824	$59.69	Disposed	34074	Direct
2016-04-22	Common Stock	M	7991	—	Acquired	42065	Direct
2016-04-22	Common Stock	F	4461	$58.70	Disposed	37604	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-20	Restricted Stock Units	$	M	5718	Disposed		Common Stock (5718)	Direct
2016-04-20	Restricted Stock Units	$	M	3267	Disposed		Common Stock (3267)	Direct
2016-04-22	Restricted Stock Units	$	M	7991	Disposed		Common Stock (7991)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1993	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 21, 2016.

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 equal installments on each anniversary of the grant date in 2016, 2017, 2018, and 2019. 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.

F6: The restricted stock units vest in four equal installments on each anniversary of the grant date in 2015, 2016, 2017 and 2018. Vesting of these units is subject to a performance metric.