-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TnuAMdlklrIq2r+/wpupRYonJshlvlnD1Qp2PDfNCSTRMcOifqJqxtpePEtRQQSg wkhhoADdQVB3dBuXScN6SQ== 0001144204-04-017114.txt : 20041028 0001144204-04-017114.hdr.sgml : 20041028 20041028182119 ACCESSION NUMBER: 0001144204-04-017114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041026 FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 1 800 FLOWERS COM INC CENTRAL INDEX KEY: 0001084869 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 113117311 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 BUSINESS ADDRESS: STREET 1: 1600 STEWART AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5162376000 MAIL ADDRESS: STREET 1: 1600 STEWART AVE CITY: WESTBURY STATE: NY ZIP: 11590 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN PARTNERS SBIC LLC CENTRAL INDEX KEY: 0001106605 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26841 FILM NUMBER: 041103839 BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26841 FILM NUMBER: 041103835 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26841 FILM NUMBER: 041103838 BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP MASTER FUND MANAGER L P CENTRAL INDEX KEY: 0001243235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26841 FILM NUMBER: 041103837 BUSINESS ADDRESS: STREET 1: JP MORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP CAPITAL CORP CENTRAL INDEX KEY: 0001243236 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26841 FILM NUMBER: 041103836 BUSINESS ADDRESS: STREET 1: C/O J.P. MORGAN PARTNERS, LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: JPMP CAPITAL LLC DATE OF NAME CHANGE: 20030618 4 1 v07869_ex.xml X0202 4 2004-10-26 1 0001084869 1 800 FLOWERS COM INC FLWS 0001106605 J P MORGAN PARTNERS SBIC LLC C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001106607 JP MORGAN PARTNERS BHCA LP J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243235 JPMP MASTER FUND MANAGER L P JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243236 JPMP CAPITAL CORP C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVE 39TH FL NEW YORK NY 10017 0 0 1 0 Class A Common Stock 2004-10-26 4 S 0 5000 7.98 D 3559711 D Class A Common Stock 2004-10-26 4 S 0 10000 7.99 D 3549711 D Class A Common Stock 2004-10-26 4 S 0 30000 8.00 D 3519711 D Class A Common Stock 2004-10-26 4 S 0 5000 8.01 D 3514711 D Class A Common Stock 2004-10-27 4 S 0 32500 8.00 D 3482211 D Class A Common Stock 2004-10-27 4 S 0 5000 8.01 D 3477211 D Class A Common Stock 2004-10-27 4 S 0 10000 8.03 D 3467211 D Class A Common Stock 2004-10-27 4 S 0 2500 8.05 D 3464711 D Stock Option (Right to Purchase) 3.65 2010-12-06 Class A Common Stock 25000 25000 I See Footnote Stock Option (Right to Purchase) 14.34 2011-12-04 Class A Common Stock 5000 5000 I See Footnote Stock Option (Right to Purchase) 10.46 2012-12-04 Class A Common Stock 5000 5000 D Stock Option (Right to Purchase) 11.81 2013-12-02 Class A Common Stock 5000 5000 I See Footnote These stock options are immediately exercisable. The stock options were granted to Jeffrey Walker, a director of the Issuer, President of J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"). 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. These stock options were issued to J.P. Morgan Partners, LLC, the investment advisor to JPM SBIC. J.P. Morgan Partners (SBIC), LLC By: /s/ Jeffrey C. Walker, President 2004-10-28 EX-99.1 2 v07869_ex99-1.htm Unassociated Document

 
 
Name and Address
of Reporting Person(1)
 
 
Designated Reporter(1))
 
 
Statement for month/day/year
 
Deemed Execution Date, if any
(Month/Day/Year
 
 
Issuer Name, Ticker
or Trading Symbol
 
 
Title of
Security
Amount of Securities Beneficially Owned Following Reported Transaction(s)
 
Ownership Form:
Direct (D) or
Indirect (I)
 
Nature of Indirect
Beneficial Ownership
 
Disclaims
Pecuniary Interest
J.P. Morgan Partners (BHCA), L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
October 26, 2004
N/A
1-800 FLOWERS.COM, Inc. (“FLWS”)
Class A Common Stock
 
See Tables I and II
I
See Explanatory
Note 2 below
No
JPMP Master Fund Manager, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
October 26, 2004
N/A
1-800 FLOWERS.COM, Inc. (“FLWS”)
Class A Common Stock
 
See Tables I and II
I
See Explanatory
Note 3 below
No
JPMP Capital Corp.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (SBIC), LLC
October 26, 2004
N/A
1-800 FLOWERS.COM, Inc. (“FLWS”)
Class A Common Stock
 
See Tables I and II
I
See Explanatory
Note 4 below
No
J.P. Morgan Chase & Co.
270 Park Avenue
35th Floor
New York, NY 10017
J.P. Morgan Partners (SBIC), LLC
October 26, 2004
N/A
1-800 FLOWERS.COM, Inc. (“FLWS”)
Class A Common Stock
 
See Tables I and II
I
See Explanatory
Note 5 below
No
J.P. Morgan Partners, LLC
1221 Avenue of the Americas
40th Floor
New York, New York 10020
J.P. Morgan Partners (SBIC), LLC
October 26, 2004
N/A
1-800 FLOWERS.COM, Inc. (“FLWS”)
Class A Common Stock
See Table II
Row 4
D
    
Explanatory Note:

1) The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest.

2) The amount shown in Table I represents the beneficial ownership of the Issuer’s equity securities by J.P. Morgan Partners (SBIC), LLC (“JPM SBIC”). The Reporting Person is the sole member of JPM SBIC.

3) The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the sole member of JPM SBIC. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA.
 
4) The amount shown in Table I represents the beneficial ownership of the Issuer’s equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of JPMP Master Fund Manager, L.P. (“MF Manager”), the general partner of JPM BHCA (the parent of JPM SBIC). The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager.
  
5)
The amount shown in Table I represents the beneficial ownership of the Issuer’s equity securities by JPM SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corp. (the general partner of MF Manager) and of Chatham Ventures, Inc., the limited partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA and MF Manager.
 
6)
The amount shown in the last row of Table II represents the beneficial ownership of the Issuer’s equity securities by the Reporting Person.

 
 
 
 

 
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