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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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FORM 8-K |
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | November 9, 2015 | |
| | Date of Report (Date of Earliest Event Reported) | |
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| | Sotheby's | |
| (Exact name of registrant as specified in its charter) |
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| Delaware | 1-9750 | 38-2478409 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 1334 York Avenue | | |
| New York, NY | | 10021 |
| (Address of principal executive offices) | | (Zip Code) |
| | (212) 606-7000 | |
| (Registrant's telephone number, including area code) |
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| | Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| | ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On August 13, 2015, Sotheby's entered into an accelerated share repurchase (“ASR”) agreement (the “ASR Agreement”) with J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association (“JPMorgan”) pursuant to which it received an initial delivery of 2,667,378 shares of its Common Stock for an initial purchase price of $125 million. On November 9, 2015, JPMorgan provided notice to Sotheby’s electing to conclude the transaction. As a result of the conclusion of the ASR Agreement, Sotheby’s will receive an additional 1,038,280 shares of its Common Stock on November 12, 2015. In total, the ASR Agreement will result in the repurchase of 3,705,658 shares of Sotheby’s Common Stock at an average price of $33.73 per share.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SOTHEBY'S | |
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| | | By: | /s/ Kevin M. Delaney |
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| | | | Kevin M. Delaney |
| | | | Senior Vice President, |
| | | | Controller and Chief Accounting Officer |
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| | | Date: | November 10, 2015 |
