Edgar Filing: WILLIAMS SONOMA 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 ^*

DEMATTEI DAVID

2. Issuer Name and Ticker or Trading Symbol
WILLIAMS SONOMA INC [WSM]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
PRES WS WSH WE BRANDS

(Last)

(First)

(Middle)

3250 VAN NESS AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

(Street)

SAN FRANCISCO, CA 94109

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/02/2008		J		985	A	$ 27.24	1,794 ⁽¹⁾	I	by Managed Account

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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

Restricted Stock Units

⁽²⁾

05/02/2008

17,579

⁽³⁾

⁽⁴⁾

Common Stock

17,579

$ 0

167,579

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DEMATTEI DAVID 3250 VAN NESS AVENUE SAN FRANCISCO, CA 94109			PRES WS WSH WE BRANDS

Signatures

By: Attorney-in-Fact, Laurel Pies For: David M. DeMattei		05/06/2008
^**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)	The reporting person owns $48,881.23 in the Williams-Sonoma, Inc. stock fund under the Williams-Sonoma, Inc. 401(k) Plan, based on a statement dated May 2, 2008. The number of shares indirectly owned was calculated by dividing the amount owned in the Williams-Sonoma, Inc. stock fund by $27.24, the closing price of Williams-Sonoma, Inc. common stock on May 2, 2008.
(2)	Each restricted stock unit represents a contingent right to receive one share of WSM common stock.
(3)	The restricted stock units vest on May 2, 2012, subject to Williams-Sonoma, Inc. achieving certain performance goals for the 2008 fiscal year and continued employment of the reporting person through May 2, 2012. Dividend equivalent payments will accrue and be paid upon vesting on May 2, 2012. Vested shares will be delivered to the reporting person upon vesting or the end of the deferral period, if applicable.
(4)	The restricted stock units vest on May 2, 2012, subject to Williams-Sonoma, Inc. achieving certain performance goals for the 2008 fiscal year and the continued employment of the reporting person through May 2, 2012. Dividend equivalent payments will accrue and be paid upon vesting on May 2, 2012. Vested shares will be delivered to the reporting person upon vesting or the end of the deferral period, if applicable.

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