UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Williams-Sonoma, Inc.
| (Name of Issuer) |
Common Stock, $0.01 par value
| (Title of Class of Securities) |
969904101
| (CUSIP Number) |
December 31, 2008
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
| SEC 1745 (12-02) | Page 1 of 5 |
CUSIP No. 969904101
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
W. Howard Lester |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States of America |
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5. Sole Voting Power
3,143,605 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
3,143,605 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,143,605 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
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| 11. | Percent of Class Represented by Amount in Row (9)
2.9% |
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| 12. | Type of Reporting Person (See Instructions)
IN |
Page 2 of 5
| Item 1. |
| (a) | Name of Issuer |
Williams-Sonoma, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
3250 Van Ness Avenue
San Francisco, CA 94109
| Item 2. |
| (a) | Name of Person Filing |
W. Howard Lester
| (b) | Address of Principal Business Office or, if none, Residence |
3250 Van Ness Avenue
San Francisco, CA 94109
| (c) | Citizenship |
United States of America
| (d) | Title of Class of Securities |
Common Stock, $.01 par value
| (e) | CUSIP Number |
969904101
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership |
| (a) |
Amount beneficially owned: 3,143,605 (1) |
| (b) | Percent of class: |
2.9%.
| (c) | Number of shares as to which the person has: |
| (i) |
Sole power to vote or to direct the vote 3,143,605 (1) |
| (ii) | Shared power to vote or to direct the vote 0 |
| (iii) |
Sole power to dispose or to direct the disposition of 3,143,605 (1) |
| (iv) | Shared power to dispose or to direct the disposition of 0 |
| (1) |
Includes (i) 743 shares held by the Reporting Person; (ii) 2,025,362 shares held by the Lester Family Trust for which the Reporting Person serves as trustee; (iii) 717,500 shares which may be acquired by the Reporting Person within 60 days of December 31, 2008 upon exercise of common stock options; and (iv) 400,000 shares which may be acquired by the Reporting Person within 60 days of December 31, 2008 upon exercise of stock settled appreciation rights. |
Page 3 of 5
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 4 of 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 17, 2009 |
| Date |
| /s/ W. Howard Lester |
| Signature |
| W. Howard Lester |
| Name/Title |
Page 5 of 5