WILLIAMS SONOMA INC — Director's Dealing 2017

Apr 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2017-04-18

Reporting Person: King David Randolph (SVP GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-18	Common Stock	M	3283	—	Acquired	21382	Direct
2017-04-18	Common Stock	F	1234	$54.12	Disposed	20148	Direct
2017-04-20	Common Stock	M	2091	—	Acquired	22239	Direct
2017-04-20	Common Stock	F	786	$54.40	Disposed	21453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-18	Restricted Stock Units	$	M	3283	Disposed		Common Stock (3283)	Direct
2017-04-20	Restricted Stock Units	$	M	2091	Disposed		Common Stock (2091)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	198	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 19, 2017.

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 2017, 2018, 2019, and 2020. 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 2016, 2017, 2018, and 2019. Vesting of these units is subject to a performance metric.