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: Whalen Julie (EVP CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-01	Common Stock	M	6475	—	Acquired	74128	Direct
2020-05-01	Common Stock	F	3211	$61.84	Disposed	70917	Direct
2020-05-01	Common Stock	M	22200	—	Acquired	93117	Direct
2020-05-01	Common Stock	F	11007	$61.84	Disposed	82110	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Restricted Stock Units	$	M	6475	Disposed		Common Stock (6475)	Direct
2020-05-01	Restricted Stock Units	$	M	22200	Disposed		Common Stock (22200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1075	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.