OVERSTOCK.COM, INC.
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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690370101
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(CUSIP Number)
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May 9, 2019
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(Date of Event which Requires Filing of this Statement)
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☐
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Rule 13d-1(b)
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☑
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*
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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.
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Dorothy M. Byrne 2019 GRAT No. 1
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,619,651
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,619,651
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,619,651
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Article IV Trust u/a/d May 9, 2012 JB
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
481
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
481
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Article IV Trust u/a/d May 9, 2012 CB
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
481
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
481
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Article IV Trust u/a/d May 9, 2012 SB
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
481
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
481
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Article IV Trust u/a/d May 9, 2012 MB
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
|
SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
481
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||
7
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SOLE DISPOSITIVE POWER
0
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||
8
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SHARED DISPOSITIVE POWER
481
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Robert Snyder*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,621,575
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7
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SOLE DISPOSITIVE POWER
0
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||
8
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SHARED DISPOSITIVE POWER
1,621,575
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,575
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No.
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690370101
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13G
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Daniel Mosley*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☑
(b) ☐
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3
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SEC USE ONLY
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4
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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
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SHARED DISPOSITIVE POWER
1,621,575
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,621,575
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||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.6%
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||
12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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(a) Name of Issuer:
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Overstock.com, Inc.
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(b) Address of Issuer’s Principal Executive Offices:
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799 West Coliseum Way
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Midvale, Utah 84047
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(a) Name of Persons Filing:
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Dorothy M. Byrne 2019 GRAT No. 1
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Article IV Trust u/a/d May 9, 2012 JB
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Article IV Trust u/a/d May 9, 2012 CB
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Article IV Trust u/a/d May 9, 2012 SB
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Article IV Trust u/a/d May 9, 2012 MB
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Robert Snyder
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Daniel Mosley
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(b) Address of Principal Business Office or, if none, Residence for each of the reporting persons:
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Dorothy M. Byrne 2019 GRAT No. 1
16 King Road
P.O. Box 85
Etna, NH 03750
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Article IV Trust u/a/d May 9, 2012 JB
16 King Road
P.O. Box 85
Etna, NH 03750
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Article IV Trust u/a/d May 9, 2012 CB
16 King Road
P.O. Box 85
Etna, NH 03750
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Article IV Trust u/a/d May 9, 2012 SB
16 King Road
P.O. Box 85
Etna, NH 03750
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Article IV Trust u/a/d May 9, 2012 MB
16 King Road
P.O. Box 85
Etna, NH 03750
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Robert Snyder
16 King Road
P.O. Box 85
Etna, NH 03750
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Daniel Mosley
BDT & COMPANY, LLC
450 Park Avenue, Suite 2200
New York, NY 10022
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(c) Citizenship:
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Dorothy M. Byrne 2019 GRAT No. 1 - New York
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Article IV Trust u/a/d May 9, 2012 JB - New York
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Article IV Trust u/a/d May 9, 2012 CB - New York
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Article IV Trust u/a/d May 9, 2012 SB - New York
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Article IV Trust u/a/d May 9, 2012 MB - New York
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Robert Snyder - United States
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Daniel Mosley - United States
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(d) Title of Class of Securities:
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Common Shares
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(e) CUSIP Number:
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690370101
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Not Applicable
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Item 4.
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Ownership:
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(a).
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Amount beneficially owned:
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See Schedule A hereto.
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(b).
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Percent of Class:
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See Schedule A hereto.
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(c).
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Number of shares as to which such person has:
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(i).
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Sole power to vote or to direct the vote:
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See Schedule A hereto.
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(ii).
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Shared power to vote or to direct the vote:
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See Schedule A hereto.
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(iii).
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Sole power to dispose or to direct the disposition of:
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See Schedule A hereto.
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(iv).
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Shared power to dispose or to direct the disposition of:
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See Schedule A hereto.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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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 ☒.
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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.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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See Schedule A hereto.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group:
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See Exhibit 1 hereto.
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Item 9.
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Notice of Dissolution of Group:
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Not Applicable
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Item 10.
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Certification:
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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.
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By:
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/s/ Robert Snyder |
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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 | |||
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By:
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/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 | |||
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By:
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/s/ Robert Snyder
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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
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By:
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/s/ Daniel Mosley
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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
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