0000950157-19-001014.txt : 20190912 0000950157-19-001014.hdr.sgml : 20190912 20190912170220 ACCESSION NUMBER: 0000950157-19-001014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190912 DATE AS OF CHANGE: 20190912 GROUP MEMBERS: ARTICLE IV TRUST U/A/D MAY 9, 2012 CB GROUP MEMBERS: ARTICLE IV TRUST U/A/D MAY 9, 2012 JB GROUP MEMBERS: ARTICLE IV TRUST U/A/D MAY 9, 2012 MB GROUP MEMBERS: ARTICLE IV TRUST U/A/D MAY 9, 2012 SB GROUP MEMBERS: DOROTHY M. BYRNE 2019 GRAT NO. 1 GROUP MEMBERS: ROBERT SNYDER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSTOCK.COM, INC CENTRAL INDEX KEY: 0001130713 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 870634302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78607 FILM NUMBER: 191090909 BUSINESS ADDRESS: STREET 1: 799 W. COLISEUM WAY CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 799 W. COLISEUM WAY CITY: MIDVALE STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: OVERSTOCK COM INC DATE OF NAME CHANGE: 20001227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mosley Daniel CENTRAL INDEX KEY: 0001572324 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 825 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 sc13ga.htm AMENDMENT NO. 5 Unassociated Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

OVERSTOCK.COM, INC.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
690370101
(CUSIP Number)
 
May 9, 2019
(Date of Event which Requires Filing of this Statement)

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

 
☐
Rule 13d-1(b)
 
 
 
 
☑
Rule 13d-1(c)
 
 
 
 
☐
Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).




CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Dorothy M. Byrne 2019 GRAT No. 1 
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
 
 1,619,651
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
 1,619,651
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,619,651
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)
 
 4.6%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 OO

 

CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Article IV Trust u/a/d May 9, 2012 JB
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
 
 481
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
 481
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 481
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)
 
 0.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 OO

 

CUSIP No.
 690370101
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Article IV Trust u/a/d May 9, 2012 CB
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
 
 481
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
 481
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 481
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)
 
 0.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 OO

 
 

CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Article IV Trust u/a/d May 9, 2012 SB
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
 
 481
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
 481
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 481
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)
 
 0.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 OO

 
 

CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Article IV Trust u/a/d May 9, 2012 MB
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
 
 481
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
 481
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 481
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)
 
 0.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 OO

 
 

CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Robert Snyder*
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
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
 1,621,575
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,621,575
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,621,575
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)
 
 4.6%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 IN
*Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB.  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.
 
 

CUSIP No.
690370101 
13G
  
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
 
Daniel Mosley*
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
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
 1,621,575
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,621,575
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,621,575
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)
 
 4.6%
12
TYPE OF REPORTING PERSON (See Instructions)
 
 IN

 *Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB.  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.

 

Item 1.

 
(a) Name of Issuer:

   
Overstock.com, Inc.

 
(b) Address of Issuer’s Principal Executive Offices:

   
799 West Coliseum Way
   
Midvale, Utah 84047

Item 2.

 
(a) Name of Persons Filing:
 
   
Dorothy M. Byrne 2019 GRAT No. 1
   
Article IV Trust u/a/d May 9, 2012 JB
   
Article IV Trust u/a/d May 9, 2012 CB
   
Article IV Trust u/a/d May 9, 2012 SB
   
Article IV Trust u/a/d May 9, 2012 MB
   
Robert Snyder
   
Daniel Mosley

 
(b) Address of Principal Business Office or, if none, Residence for each of the reporting persons:

   
Dorothy M. Byrne 2019 GRAT No. 1
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
Article IV Trust u/a/d May 9, 2012 JB
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
Article IV Trust u/a/d May 9, 2012 CB
16 King Road
P.O. Box 85
Etna, NH 03750

   
Article IV Trust u/a/d May 9, 2012 SB
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
Article IV Trust u/a/d May 9, 2012 MB
16 King Road
P.O. Box 85
Etna, NH 03750 
     
   
Robert Snyder
16 King Road
P.O. Box 85
Etna, NH 03750
   
 
   
Daniel Mosley
BDT & COMPANY, LLC
450 Park Avenue, Suite 2200
New York, NY 10022




 
(c) Citizenship:

   
Dorothy M. Byrne 2019 GRAT No. 1 - New York 
   
Article IV Trust u/a/d May 9, 2012 JB - New York
   
Article IV Trust u/a/d May 9, 2012 CB - New York
   
Article IV Trust u/a/d May 9, 2012 SB - New York
   
Article IV Trust u/a/d May 9, 2012 MB - New York
   
Robert Snyder - United States
   
Daniel Mosley - United States
 
 
(d) Title of Class of Securities:

   
Common Shares

 
(e) CUSIP Number:

   
690370101

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
   
 
Not Applicable
   
Item 4.
Ownership:

 
(a).
Amount beneficially owned:
     
   
See Schedule A hereto.
     
 
(b).
Percent of Class:
 
   
See Schedule A hereto.
     
 
(c).
Number of shares as to which such person has:

   
(i).
Sole power to vote or to direct the vote:

   
See Schedule A hereto.
 
   
(ii).
Shared power to vote or to direct the vote:
 
   
See Schedule A hereto.
 
   
(iii).
Sole power to dispose or to direct the disposition of:
 
   
See Schedule A hereto.
 
   
(iv).
Shared power to dispose or to direct the disposition of:
 
   
See Schedule A hereto.
 
Item 5.
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
   
 
Because of “at the market” public offerings by the Issuer of its Common Shares during the first quarter of 2019, the reporting persons now have or share voting or investment power over less than 5.0% of the outstanding Common Shares of the Issuer and this filing constitutes an exit filing.
   




Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
See Schedule A hereto.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not Applicable
   
Item 8.
Identification and Classification of Members of the Group:
   
 
See Exhibit 1 hereto.
 
Item 9.
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10.
Certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 



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: September 12, 2019

       

By:
/s/ Robert Snyder
 
    Robert Snyder, individually and in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB  
       
 
       

By:
/s/ Daniel Mosley  
    Daniel Mosley, individually and in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB  
       






Schedule A

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 2019 GRAT No. 1,  Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB, Article IV Trust u/a/d May 9, 2012 MB, Robert Snyder and Daniel Mosley were calculated using 35,289,096 common shares of Overstock.com, Inc. (the “Company”) outstanding on August 2, 2019, as reported by the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 8, 2019, and were rounded to the nearest tenth.

The 1,619,651 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne 2019 GRAT No. 1 represent (a) 0 shares as to which the Dorothy M. Byrne 2019 GRAT No. 1 has sole dispositive and voting power, and (b) 1,619,651 shares as to which the Dorothy M. Byrne 2019 GRAT No. 1 has shared dispositive and voting power, which represents 4.6% of common shares of the Company.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 JB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 JB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 JB has shared dispositive and voting power, which represents 0.0% of common shares of the Company.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 CB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 CB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 CB has shared dispositive and voting power, which represents 0.0% of common shares of the Company.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 SB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 SB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 SB has shared dispositive and voting power, which represents 0.0% of common shares of the Company.

The 481 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Article IV Trust u/a/d May 9, 2012 MB represent (a) 0 shares as to which the Article IV Trust u/a/d May 9, 2012 MB has sole dispositive and voting power, and (b) 481 shares as to which the Article IV Trust u/a/d May 9, 2012 MB has shared dispositive and voting power, which represents 0.0% of common shares of the Company.

The 1,621,575 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) 1,621,575 shares as to which Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB, which represents 4.6% of common shares of the Company.  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 1,621,575 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) 1,621,575 shares as to which Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB, which represents 4.6% of common shares of the Company.  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.



Exhibit 1

JOINT FILING AGREEMENT

September 12, 2019

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/A dated September 12, 2019 (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.
By:
/s/ Robert Snyder
  
   
Robert Snyder, individually and in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB
  
       



By:
/s/ Daniel Mosley
  
   
Daniel Mosley, individually and in his capacity as co-trustee of Dorothy M. Byrne 2019 GRAT No. 1, Article IV Trust u/a/d May 9, 2012 JB, Article IV Trust u/a/d May 9, 2012 CB, Article IV Trust u/a/d May 9, 2012 SB and Article IV Trust u/a/d May 9, 2012 MB