FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [ FLWS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 12/28/2006 | S | 3,010,740(1) | D | $5.21 | 0 | D | |||
Class A Common Stock | 5,000 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Purchase) | $3.65 | (3) | 12/06/2010 | Class A Common Stock | 25,000 | 25,000 | I | See Footnote(4) | |||||||
Stock Option (Right to Purchase) | $14.34 | (3) | 12/04/2011 | Class A Common Stock | 5,000 | 5,000 | I | See Footnote(4) | |||||||
Stock Option (Right to Purchase) | $10.46 | (3) | 12/04/2012 | Class A Common Stock | 5,000 | 5,000 | D | ||||||||
Stock Option (Right to Purchase) | $11.81 | (3) | 12/02/2013 | Class A Common Stock | 5,000 | 5,000 | I | See Footnote(5) | |||||||
Stock Option (Right to Purchase) | $8.78 | (3) | 12/10/2014 | Class A Common Stock | 10,000 | 10,000 | I | See Footnote(4) |
Explanation of Responses: |
1. These shares represent shares of Class A Common Stock repurchased by the Issuer on December 28, 2006. |
2. These Class A Common Stock were previously issued to Jeffrey Walker as part of his Director Compensation package. Mr. Walker is obligated to transfer any shares issued to JPM SBIC, at the request of JPM SBIC. |
3. These stock options are immediately exercisable. |
4. The stock options were granted to Jeffrey Walker. Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC. |
5. These stock options were issued to J.P. Morgan Partners, LLC, the investment advisor to JPM SBIC. |
J.P. Morgan Partners (SBIC), LLC | 01/03/2007 | |
/s/ John C. Wilmot, Managing Director | 01/03/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |