Edgar Filing: SOTHEBYS HOLDINGS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAUBMAN ALFRED A

2. Issuer Name and Ticker or Trading Symbol
SOTHEBYS HOLDINGS INC [BID]

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

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

(Last)

(First)

(Middle)

200 EAST LONG LAKE RD, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2005

(Street)

BLOOMFIELD HILLS, MI 48304

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Limited Voting Common Stock	09/07/2005		C⁽¹⁾⁽²⁾		2,265,285	A	⁽⁴⁾	4,798,557 ⁽⁵⁾	I	By The A. Alfred Taubman Restated Revocable Trust
Class A Limited Voting Common Stock	09/07/2005		C⁽¹⁾⁽²⁾		769,973	A	⁽⁴⁾	4,798,557 ⁽⁵⁾	I	By The A. Alfred Taubman 2004 Grantor Retained Annuity Trust
Class A Limited Voting Common Stock	09/07/2005		C⁽¹⁾⁽²⁾		1,754,809	A	⁽⁴⁾	4,798,557 ⁽⁵⁾	I	By Taubman Investments, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽⁶⁾

09/07/2005

C⁽¹⁾⁽²⁾

2,265,285

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

2,265,285

⁽⁴⁾

0 ⁽⁵⁾

By The A. Alfred Taubman Restated Revocable Trust

Class B Common Stock

⁽⁶⁾

09/07/2005

C⁽¹⁾⁽²⁾

769,973

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

769,973

⁽⁴⁾

0 ⁽⁵⁾

By the A. Alfred Taubman 2004 Grantor Retained Annuity Trust

Class B Common Stock

⁽⁶⁾

09/07/2005

C⁽¹⁾⁽²⁾

1,754,809

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

1,754,809

⁽⁴⁾

0 ⁽⁵⁾

By Taubman Investments, LLC

Class B Common Stock

⁽⁶⁾

09/07/2005

J⁽¹⁾⁽³⁾

2,212,371

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

2,212,371

⁽³⁾

0 ⁽⁵⁾

By The A. Alfred Taubman Restated Revocable Trust

Class B Common Stock

⁽⁶⁾

09/07/2005

J⁽¹⁾⁽³⁾

751,987

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

751,987

⁽³⁾

0 ⁽⁵⁾

By The A. Alfred Taubman 2004 Grantor Retained Annuity Trust

Class B Common Stock

⁽⁶⁾

09/07/2005

J⁽¹⁾⁽³⁾

1,713,821

⁽⁶⁾

⁽⁴⁾

Class A Limited Voting Stock

1,713,821

⁽³⁾

0 ⁽⁵⁾

By Taubman Investments, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAUBMAN ALFRED A 200 EAST LONG LAKE RD SUITE 300 BLOOMFIELD HILLS, MI 48304		X

Signatures

/s/ A. Alfred Taubman by Jeffrey H. Miro by PofA		09/09/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On 09/07/2005, the Issuer and The A. Alfred Taubman Restated Revocable Trust, The A. Alfred Taubman 2004 Grantor Retained Annuity Trust and Taubman Investments, LLC (the Issuer shares held by such entities being beneficially owned by the Reporting Person (the "Reporting Person Entities")) and The A. Alfred Taubman 2003 Grantor Retained Annuity Trust, The Judith M. Taubman Revocable Trust and, for purposes of certain provisions of the Transaction Agreement, the Reporting Person and Robert S. Taubman, entered into a Transaction Agreement providing for a recapitalization of the Issuer, in which the Reporting Person Entities (1) converted an aggregate of 4,790,067 shares of Class B Common Stock into an equal number of shares of Class A Limited Voting Common Stock in accordance with the Issuer's Third Amended and Restated Articles of Incorporation and (2) exchanged an aggregate of 4,678,179 shares of Class B Common Stock for an aggregate of $113,618,952 in cash.
(2)	This footnote reflects those shares of Class B Common Stock which were so converted by the Reporting Person Entities into an equal number of shares of Class A Limited Voting Common Stock in the recapitalization.
(3)	This footnote reflects those shares of Class B Common Stock which were so exchanged by the Reporting Person Entities for an aggregate of $113,618,952 in cash in the recapitalization.
(4)	Not applicable.
(5)	This figure excludes (a) 401,099 shares of Class A Common Stock owned by Mr. Taubman's wife, Judith Taubman, including through The Judith M. Taubman Revocable Trust of which Mrs. Taubman is trustee, as to which shares Mr. Taubman has no voting or dispositive power and (b) 1,908,834 shares of Class A Limited Voting Common Stock held by The A. Alfred Taubman 2003 Grantor Retained Annuity Trust, the beneficial ownership of which was transferred to The Family Trust on August 25, 2005, of which Mr. Taubman's children are the trustees, and as to which shares Mr. Taubman has no voting or dispositive power. Mr. Taubman disclaims beneficial ownership of these shares.
(6)	The Class B Common Stock was convertible at the option of the holder on a one-for-one basis into Class A Limited Voting Common Stock.
Remarks: Exhibit List: Exhibit 24 - Durable General Power of Power of Attorney regarding the A. Alfred Taubman Restated Revocable Trust (incorporated by reference to Exhibit 3 to Amendment No. 3 to the Reporting Person's Schedule 13D, dated February 21, 2003).

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