-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4NYSso9YktDftwodzNsSrYVpn5A2163lGUUi5beZnofjXqfiWb9FbKYGSTdIbu9 +KD+kYZqJX0JHfHGxZAx7Q== 0001084869-07-000007.txt : 20070214 0001084869-07-000007.hdr.sgml : 20070214 20070214121827 ACCESSION NUMBER: 0001084869-07-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCANN JAMES F CENTRAL INDEX KEY: 0001205164 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O GATEWAY INC STREET 2: 14303 GATEWAY PLACE CITY: POWAY STATE: CA ZIP: 92064-7140 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 1 800 FLOWERS COM INC CENTRAL INDEX KEY: 0001084869 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 113117311 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57695 FILM NUMBER: 07616389 BUSINESS ADDRESS: STREET 1: 1600 STEWART AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5162376000 MAIL ADDRESS: STREET 1: ONE OLD COUNTRY ROAD STREET 2: SUITE 500 CITY: CARLE PLACE STATE: NY ZIP: 11514 SC 13G 1 jimthirteeng.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 1-800-FLOWERS.COM, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 68243Q ------------------------------------- (CUSIP Number) 12/31/06 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) The information required on 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). Potential persons who are to 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. CUSIP No. 68243Q - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James F. McCann - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER (1)30,751,879 -------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 5,875,000(2) OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 30,751,879 (1) WITH -------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 5,875,000 (2) - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,626,879 (3) - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 58.9%(4) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- (1) All shares indicated as beneficially owned by Mr. McCann as of the date of this Schedule 13G, are held as either shares of Class A Common Stock or Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The 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. This amount includes: (a) 21,195,962 shares of Class B Common Stock, (b) 52,548 shares of Class B Common Stock held by The McCann Charitable Foundation, Inc., of which Mr. McCann is a Director and the President; (c) 8,791,395 shares of Class B Common Stock held by four Grantor Retained Annuity Trusts of which Mr. McCann is the Trustee; and (d) 711,494 shares of Class A Common Stock subject to options and 480 shares of Class A Common Stock. (2) Shares indicated are shares of Class B Common Stock and are held by limited partnerships, of which Mr. McCann is a limited partner and does not exercise control and of which he disclaims beneficial ownership. (3) Includes 5,875,000 shares of Class B Common Stock for which Mr. McCann disclaims beneficial ownership that are held by a limited partnerships, of which Mr. McCann is a limited partner and does not exercise control. (4) The percentage of beneficial ownership is based on 25,350,005 shares of Class A Common Stock outstanding and 36,858,465 shares of Class B Common Stock outstanding as of January 29, 2007. Item 1. (a) Name of Issuer: 1-800-FLOWERS.COM, Inc. (b) Address of Issuer's Principal Executive Offices: One Old Country Road, Suite 500 Carle Place, NY 11514 Item 2. (a) - (c) Name, Address of Principal Business Offices, and Citizenship of Persons Filing: James F. McCann One Old Country Road, Suite 500 Carle Place, NY 11514 Citizenship: USA (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 68243Q Item 3. N/A Item 4. Ownership The information in items 1 and 5 through 11 on the cover page (p. 2) of this Schedule 13G (regarding the holdings of James F. McCann) is hereby incorporated by reference. Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification N/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct. 2/14/07 --------------------------------------------- Date /s/ James F. McCann --------------------------------------------- Signature James F. McCann / Chairman and Chief Executive Officer ------------------------------------------------------ Name/Title The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power or attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----