Sec Form 13G Filing - Green Equity Investors IX L.P. filing for WILLIAMS SONOMA INC (WSM) - 2024-11-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Williams-Sonoma, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

969904101

(CUSIP Number)

September 30, 2024

(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)

☐ Rule 13d-1(d)

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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Item 1.

Williams-Sonoma, Inc. (“Issuer”)

3250 Van Ness Avenue

San Francisco, California 94109

Item 2.

As of the date hereof, Green Equity Investors IX, L.P., a Delaware limited partnership (“GEI IX”) is the direct owner of 1,278,860 shares of Common Stock of the Issuer (the “GEI IX Shares”). Green Equity Investors Side IX, L.P., a Delaware limited partnership (“GEI Side IX” and together with GEI IX, the “LGP Funds”) is the direct owner of 1,945,170 shares of Common Stock of the Issuer (the “GEI Side IX Shares” and, collectively with the GEI IX Shares, the “Shares”).

GEI Capital IX, LLC, a Delaware limited liability company (“Capital”) is the general partner of GEI IX and GEI Side IX. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the management company of GEI IX and GEI Side IX. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP.

Capital, as the general partner of GEI IX and GEI Side IX, LGP, as the manager of GEI IX and GEI Side IX, and LGPM, as the general partner of LGP, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, Capital, LGP, and LGPM may be deemed to be the indirect beneficial owners of the Shares.

Each of Capital, LGP, and LGPM disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.

(b) Address of Principal Business Office or, if none, Residence

(A) – (E): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025

(A) – (E): Delaware

This statement relates to the Issuer’s Common Stock, par value $0.01 per share.

969904101

Item 3.

Not applicable.

Item 4. Ownership

See response to Item 9 on each cover page.

See response to Item 11 on each cover page.

See response to Item 5 on each cover page.

See response to Item 6 on each cover page.

See response to Item 7 on each cover page.

See response to Item 8 on each cover page.

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 ☒.

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. Certifications

By signing the below, each of the Reporting Persons certifies that, to the best of its knowledge and belief, the securities referenced to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of November 13, 2024