UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

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).

 

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CUSIP No.

690370101

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Dorothy M. Byrne 2014 GRAT No. 3
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☑
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			330,371
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			330,371
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	330,371
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

 

 

 

CUSIP No.

690370101

13G

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	DMB Article III Trust 1 u/a/d May 9, 2012
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☑
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			469,117
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			469,117
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	469,117
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	Not Applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.9%
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

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Item 1.

Item 2.

 

 

 

 

 

 

 

 

 

 

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.

Date: January 25, 2016

	Dorothy M. Byrne 2014 GRAT No. 3
	By:	/s/ Robert Snyder
		Name:  Robert Snyder
		Title:    Co-trustee
	By:	/s/ Daniel Mosley
		Name:  Daniel Mosley
		Title:    Co-trustee

 

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BENEFICIAL OWNERSHIP AND VOTING OF COMMON SHARES

The percentages of class represented shown in the foregoing Schedule 13G/A as beneficially owned by Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Haverford Florida, LLC, Robert Snyder and Daniel Mosley were calculated using 25,234,316 common shares of the Company outstanding on November 2, 2015 as reported by the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

The 330,371 common shares of Overstock.com, Inc. (the “Company”) shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne 2014 GRAT No. 3 represent (a) 0 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has sole dispositive and voting power, and (b) 330,371 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has shared dispositive and voting power.

The 469,117 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 1 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 1 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 469,117 shares as to which the DMB Article III Trust 1 u/a/d May 9, 2012 has shared dispositive and voting power.

The 469,117 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 2 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 2 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 469,117 shares as to which the DMB Article III Trust 2 u/a/d May 9, 2012 has shared dispositive and voting power.

The 352,675 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 3 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 352,675 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has shared dispositive and voting power.

The 425,820 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by The Dorothy M. Byrne Revocable Trust represent (a) 0 shares as to which The Dorothy M. Byrne Revocable Trust has sole dispositive and voting power, and (b) 425,820 shares as to which The Dorothy M. Byrne Revocable Trust has shared dispositive and voting power.

The 116,442 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Haverford Florida, LLC represent (a) 0 shares as to which Haverford Florida, LLC has sole dispositive and voting power, and (b) 116,442 shares as to which Haverford Florida, LLC has shared dispositive and voting power.

The 2,163,542 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Robert Snyder represent (a) 0 shares as to which Robert Snyder has sole dispositive and voting power, and (b) 2,163,542 shares as to which Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012 and The Dorothy M. Byrne Revocable Trust and the Managing Member of Haverford Florida, LLC. Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.

The 2,047,100 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Daniel Mosley represent (a) 0 shares as to which Daniel Mosley has sole dispositive and voting power, and (b) 2,163,542 shares as to which Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012 and The Dorothy M. Byrne Revocable Trust.  Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.

 

JOINT FILING AGREEMENT

January 25, 2016

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the foregoing Schedule 13G dated January 25, 2016 (the “Schedule”), relating to the common shares of Overstock.com, Inc. (“Common Shares”), is being filed with the Securities and Exchange Commission on behalf of each of them.

The undersigned hereby further agree to prepare jointly and to file timely (or otherwise to deliver, as appropriate) all amendments to the Schedule (“13G filings”) with respect to their respective ownership of Common Shares, and each of them mutually covenants to the others that they will fully cooperate with each other in the preparation and timely filing of all such 13G filings.

This Joint Filing Agreement may be signed in one or more counterparts.

IN WITNESS WHEREOF, the parties hereto have executed this Joint Filing Agreement as of the date first written above.