Sotheby's (BID) Form 3 SOTHEBYS / Patrick Drahi ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Drahi Patrick

(Last) (First) (Middle)

5 RUE EUGENE RUPPERT, L-2453

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2019

3. Issuer Name and Ticker or Trading Symbol
SOTHEBYS [ BID ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	826,399(1)(2)	D(1)(2)
Common Stock, par value $0.01 per share	0(1)(3)(4)	I(1)(3)(4)	See Footnotes(1)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last) (First) (Middle)

5 RUE EUGENE RUPPERT, L-2453

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BidFair USA LLC

(Last) (First) (Middle)

C/O HUGHES HUBBARD & REED LLP

ONE BATTERY PARK PLAZA

(Street)

NEW YORK NY 10004

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being jointly filed by Patrick Drahi ("Mr. Drahi"), an individual, and on behalf of BidFair USA LLC, a Delaware limited liability company ("BidFair," and, together with Mr. Drahi, the "Reporting Persons"). Bidfair is ultimately controlled by Mr.Drahi. Because of the relationship of Mr. Drahi to Bidfair, each Reporting Person may be deemed to own securities reported in this Form 3.

2. Mr. Drahi owns 826,399 shares of common stock of Sotheby's (the "Issuer").

3. BidFair and BidFair MergeRight Inc., a wholly-owned subsidiary of BidFair ("Merger Sub"), entered into the Voting and Support Agreement (the "Voting Agreement") with certain funds affiliated with Third Point LLC, Domenico De Sole, and Thomas S. Smith Jr. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 16, 2019, by and among the Issuer, BidFair and Merger Sub. For additional information regarding the Voting Agreement and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 26, 2019 (the "Schedule 13D").

4. As a result of certain provisions contained in the Voting Agreement, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 6,903,948 shares of common stock of the Issuer, representing approximately 14.8% of the Issuer's outstanding shares based on 46,612,805 shares of common stock outstanding as of June 10, 2019 (as represented to the Reporting Persons by the Issuer pursuant to the Merger Agreement) deemed beneficially owned pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such shares of common stock that are the subject of the Voting Agreement and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such shares that are the subject of the Voting Agreement and covered by this Form 3.

Remarks:

Exhibit 24.1 - Power of Attorney (Mr. Drahi), incorporated herein by reference to Exhibit 4 to the Schedule 13D; and Exhibit 99.1 - Joint Filing Agreement, incorporated herein by reference to Exhibit 3 to the Schedule 13D.

	/s/ Jean-Luc Berrebi, Attorney-in-Fact for Patrick Drahi	06/26/2019
	BidFair USA LLC By: /s/ Jean-Luc Berrebi Name: Jean-Luc Berrebi Title: Manager	06/26/2019
	** Signature of Reporting Person	Date
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