WILLIAMS SONOMA INC — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2016-02-19

Reporting Person: CONNOLLY PAT (Director, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	M	50000	$40.44	Acquired	508742	Direct
2016-02-19	Common Stock	F	5717	$57.91	Disposed	503025	Direct
2016-02-19	Common Stock	D	34917	$57.91	Disposed	468108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Stock Settled Stock Appreciation Right (ssar)	$40.44	M	50000	Disposed	2016-03-15	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39915	Indirect
Common Stock	225000	Indirect

Footnotes

F1: Reflects the number of shares retained by the issuer to satisfy tax withholding requirements in connection with the reporting person's exercise of a stock-settled stock appreciation right.

F2: Reflects the number of shares retained by the issuer in connection with the reporting person's exercise of a stock-settled stock appreciation right.

F3: 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 February 19, 2016.

F4: These stock-settled stock appreciation rights vested at a rate of 20% per year over five years, becoming partially vested on March 15, 2007 and fully vested and immediately exercisable on March 15, 2011.