WILLIAMS SONOMA INC — Director's Dealing 2020

May 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIAMS SONOMA INC (WSM)
CIK: 0000719955
Period of Report: 2020-05-01

Reporting Person: King David Randolph (EVP GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-01	Common Stock	M	5550	—	Acquired	43727	Direct
2020-05-01	Common Stock	F	2752	$61.84	Disposed	40975	Direct
2020-05-01	Common Stock	M	11100	—	Acquired	52075	Direct
2020-05-01	Common Stock	F	5504	$61.84	Disposed	46571	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Restricted Stock Units	$	M	5550	Disposed		Common Stock (5550)	Direct
2020-05-01	Restricted Stock Units	$	M	11100	Disposed		Common Stock (11100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	217	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 May 1, 2020.

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 2018, 2019, 2020 and 2021. Vesting of these units was subject to a performance metric, which has been met.

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

F6: Represents restricted stock units granted on May 1, 2017, which reflect the satisfaction of performance metrics. The restricted stock units were also subject to a continued service condition, which was satisfied on May 1, 2020.