SEC Form 4 · accession 0001140361-17-028806
1 800 FLOWERS COM INC · FLWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F McCann
Officer — Exec. Chairman of the Board · Director · 10% Owner
Period of report
Jun 12, 2017
Accepted (ET)
Jul 27, 2017 · 8:33 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001084869
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | holding | — | — | — | 513,783 | D | ||
| Class A Common Stock | holding | — | — | — | 480 | I | By spouse | |
| Class A Common StockF1 | holding | — | — | — | 2,265,197 | I | By Erin McCann 2005 Trust | |
| Class A Common StockF1 | holding | — | — | — | 2,265,197 | I | By James McCann 2005 Trust | |
| Class A Common StockF1 | holding | — | — | — | 2,265,196 | I | By Matthew McCann 2005 Trust | |
| Class A Common StockF1 | holding | — | — | — | 492,368 | I | By The James F. McCann 2012 Family Trust - Portion I | |
| Class A Common StockF1 | holding | — | — | — | 869,033 | I | By The James F. McCann 2012 Family Trust - Portion II |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F3 | $0.00 | Jun 12, 2017 | G | 1,361,401 | D | — | — | Class A Common Stock | 1,361,401 | 0 | I |
| Class B Common StockF3 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 21,803,043 | 21,803,043 | D |
| Class B Common StockF3,F1 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 3,875,000 | 3,875,000 | I |
| Class B Common StockF3,F1 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,608,030 | 1,608,030 | I |
Explanation of responses
- F1The Reporting Person's spouse may be deemed to have acquired beneficial ownership of these securities upon entering into a stockholders' agreement applicable to such securities.
- F2On June 11, 2014, the reporting person contributed 3,570,600 shares of Class B Common Stock to a grantor retained annuity trust for the benefit of himself and his descendants. Upon termination of the trust on June 12, 2017, 1,361,401 of the shares were transferred to trusts for the benefit of the reporting person's descendants. The remaining 2,209,199 shares were previously distributed to the reporting person and continue to be reported in this Form 4 as directly owned.
- F3The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof. The Class B Common Stock has ten votes per share on all matters subject to the vote of shareholders.
Remarks
The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.