SEC FORM 4

SEC Form 4

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^*

MCCANN CHRISTOPHER G

(Last)

(First)

(Middle)

ONE OLD COUNTRY ROAD

SUITE 500

(Street)

CARLE PLACE

11514

(City)

(State)

(Zip)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/11/2020		G	V	510,000	D	$0	418,331	D
Class A Common Stock	12/17/2020		M		17,850	A	$2.63	436,181	D
Class A Common Stock	12/17/2020		S⁽¹⁾		17,850	D	$25.05⁽²⁾	418,331	D
Class A Common Stock	12/18/2020		M		17,850	A	$2.63	436,181	D
Class A Common Stock	12/18/2020		S⁽¹⁾		17,850	D	$25.7⁽³⁾	418,331	D
Class A Common Stock								164,318	I	Indirect⁽⁴⁾
Class A Common Stock								207,526	I	Indirect⁽⁴⁾
Class A Common Stock								150,000	I	Indirect⁽⁴⁾
Class A Common Stock								110	I	Indirect⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	$0	12/11/2020		G	V		391,970⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,000,000	$0	2,000,000	I	By the McCann Family Limited Partnership⁽⁸⁾⁽⁹⁾
Class B Common Stock	$0							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,875,000		3,875,000	I	By the 1999 McCann Family Limited Partnership⁽⁹⁾⁽¹⁰⁾
Class B Common Stock	$0							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	850,640		850,640	D
Stock Option(Right to Buy)	$2.63	12/17/2020		M			17,850	⁽¹¹⁾	11/01/2021	Class A Common Stock	17,850	$0	803,650	D
Stock Option(Right to Buy)	$2.63	12/18/2020		M			17,850	⁽¹¹⁾	11/01/2021	Class A Common Stock	17,850	$0	785,800	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

2. The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions ranging from $24.74 to $25.21 inclusive. The Reporting Person undertakes to provide to 1-800-FLOWERS.COM, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions ranging from $25.25 to $25.98 inclusive. The Reporting Person undertakes to provide to 1-800-FLOWERS.COM, Inc. or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Shares held by a Grantor Retained Annuity Trust of which Reporting Person is the Trustee.

5. Shares held by Reporting Person as custodian for his son.

6. Represents gifts of limited partnership interests in the McCann Family Limited Partnership. The gifts represent a 19.5985% interest in the partnership.

7. 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. The Class B Common Stock has ten votes per share on all matters subject to the vote of shareholders.

8. The Reporting Person is the general partner of the partnership.

9. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

10. The Reporting Person is the President and a Director of the corporate general partner of the partnership .

11. The options were granted on 11/1/2011 and vested ratably over 8 years.

	/s/ Christopher G. McCann	12/21/2020
	** 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).
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