Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
SCHEDULE 13D/A1 (Amendment No. 1)
Under the Securities Exchange Act of 1934
1-800-FLOWERS.COM, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
68243Q106
(CUSIP Number)
Michael R. Manley, Esq.
1-800-FLOWERS.COM, Inc.
One Old Country Road
Carle Place, New York 11514
(516) 237-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 7, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting 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 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).
Page 1 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Christopher G. McCann, individually and as a Trustee of the Erin McCann 2005 Trust, as a Trustee of the James F. McCann
2005 Trust, as a Trustee of the Matthew E. McCann 2005 Trust, as Trustee of The James F. McCann 2012 Family Trust – Portion I, as Trustee of The James F. McCann 2012 Family Trust – Portion II, as the general partner of The McCann Family
Limited Partnership, as a Director and President of Public Flowers, Inc., the general partner of the 1999 McCann Family Limited Partnership, and as the Trustee of the Marylou McCann 1999 Trust u/a/d July 6,1999
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
PF
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
3,953,833 (1)
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
14,073,862 (2)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
3,661,555 (3)
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
14,073,862 (2)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,027,695 (1)(2)(4)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (5)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9% (6)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
||
(1) This amount includes 1,455,000 shares of Class A Common Stock that may be acquired through the exercise of stock options and 850,640 shares of Class B Common Stock. The Class B Common Stock has ten
votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 5,875,000 shares of Class B Common Stock.
(3) This amount includes all amounts included in 7 above except for 292,278 shares of Class A Common Stock which are unvested.
(4) Christopher G. McCann disclaims beneficial ownership of 14,031,991 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such
securities.
(5) Excludes 22,528,220 shares of Class A Common Stock held by other Reporting Persons and issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Person as to
Page 2 of 25
which Christopher G. McCann disclaims beneficial ownership. This report shall not be deemed an admission
that such person is the beneficial owner of such securities.
(6) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) 292,278 shares of Class A Common
Stock beneficially owned by Christopher G. McCann which are unvested, plus (c) 8,180,640 shares of Class A Common Stock issuable upon exercise of the stock options and conversion of the Class B Common Stock included in 11 above.
Page 3 of 25
|
CUSIP No. 68243Q106
|
||
|
(1)
|
NAME OF REPORTING PERSONS
James F. McCann
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
|
|
(3)
|
SEC USE ONLY
|
|
|
(4)
|
SOURCE OF FUNDS
PF
|
|
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
22,527,740 (1)
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
13,682,372 (2)
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
22,461,977(3)
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
14,074,342 (4)
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,602,082 (1)(4)(5)
|
|
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (6)
|
|
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8% (7)
|
|
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
|
(1) This amount includes 21,803,043 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 5,483,030 shares of Class B Common Stock.
(3) This amount includes all amounts included in 7 above except for 65,763 shares of Class A Common Stock which are unvested.
(4) This amount includes 5,875,000 shares of Class B Common Stock.
(5) James F. McCann disclaims beneficial ownership of 14,031,991 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.
(6) Excludes 3,953,833 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Person, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which James F. McCann disclaims beneficial ownership. This report shall not be deemed an admission that such
person is the beneficial owner of such securities.
Page 4 of 25
(7) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) 65,763 shares of Class A Common Stock
beneficially owned by James F. McCann which are unvested, plus (c) the 27,678,043 shares of Class B Common Stock included in 11 above.
Page 5 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Erin McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
2,265,197
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
2,265,197
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,197
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (1)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% (2)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) Excludes 38,290,718 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the Erin McCann 2005 Trust disclaims beneficial ownership. This report shall not be deemed an admission
that such person is the beneficial owner of such securities.
(2) The percentage of beneficial ownership is based on 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018.
Page 6 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
James McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
2,265,197
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
2,265,197
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,197
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (1)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% (2)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) Excludes 38,290,718 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the James McCann 2005 Trust disclaims beneficial ownership. This report shall not be deemed an admission
that such person is the beneficial owner of such securities.
(2) The percentage of beneficial ownership is based on 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018.
Page 7 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Matthew McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of St
atement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
2,265,196
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
2,265,196
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,196
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (1)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4% (2)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) Excludes 38,290,719 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the Matthew McCann 2005 Trust disclaims beneficial ownership. This report shall not be deemed an
admission that such person is the beneficial owner of such securities.
(2) The percentage of beneficial ownership is based on 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018.
Page 8 of 25
|
[CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
The James F. McCann 2012 Family Trust – Portion I
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
492,368
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
492,368
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
492,368
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (1)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% (2)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) Excludes 40,063,547 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The James F. McCann 2012 Family Trust – Portion I disclaims beneficial ownership. This report shall not
be deemed an admission that such person is the beneficial owner of such securities.
(2) The percentage of beneficial ownership is based on 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018.
Page 9 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
The James F. McCann 2012 Family Trust – Portion II
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN
T TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
869,033
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
869,033
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
869,033
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (1)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (2)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) Excludes 39,686,882 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The James F. McCann 2012 Family Trust – Portion II disclaims beneficial ownership. This report shall not
be deemed an admission that such person is the beneficial owner of such securities.
(2) The percentage of beneficial ownership is based on 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018.
Page 10 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
The McCann Family Limited Partnership
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
2,000,000 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
2,000,000 (1)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 (1)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (2)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (3)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
PN
|
||
(1) All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) Excludes 38,555,915 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The McCann Family Limited Partnership disclaims beneficial ownership. This report shall not be deemed an
admission that such person is the beneficial owner of such securities.
(3) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 2,000,000 shares of Class B
Common Stock reported in 11 above.
Page 11 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
The 1999 McCann Family Limited Partnership
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
3,875,000 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
3,875,000 (1)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,875,000 (1)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (2)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% (3)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
PN
|
||
(1) All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) Excludes 36,680,915 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The 1999 McCann Family Limited Partnership disclaims beneficial ownership. This report shall not be
deemed an admission that such person is the beneficial owner of such securities.
(3) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 3,875,000 shares of Class B
Common Stock reported in 11 above.
Page 12 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Public Flowers, Inc.
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
3,875,000 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
3,875,000 (1)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,875,000 (1)(2)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (3)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% (4)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
CO
|
||
(1) All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) Public Flowers, Inc. disclaims beneficial ownership of 3,875,000 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such
securities.
(3) Excludes 36,680,915 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which Public Flowers, Inc. disclaims beneficial ownership. This report shall not be deemed an admission that
such person is the beneficial owner of such securities.
(4) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 3,875,000 shares of Class B
Common Stock reported in 11 above.
Page 13 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
The Marylou McCann 1999 Trust u/a/d July 6, 1999
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
3,875,000 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
3,875,000 (1)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,875,000 (1)(2)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (3)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% (4)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
OO
|
||
(1) All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) The Marylou McCann 1999 Trust u/a/d July 6, 1999 disclaims beneficial ownership of 3,875,000 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the
beneficial owner of such securities.
(3) Excludes 36,680,915 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The Marylou McCann 1999 Trust u/a/d July 6, 1999 disclaims beneficial ownership. This report shall not be
deemed an admission that such person is the beneficial owner of such securities.
(4) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 3,875,000 shares of Class B
Common Stock reported in 11 above.
Page 14 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Marylou McCann, individually and as a Trustee of the Erin McCann 2005 Trust, as a Trustee of the James F. McCann 2005
Trust, and as a Trustee of the Matthew E. McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
36,006,109 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
36,332,316 (2)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,398,079(2)(3)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (4)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.4% (5)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
||
(1) This amount includes 27,286,073 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 27,678,043 shares of Class B Common Stock and does not include 65,763 shares of Class A Common Stock, which are unvested, that are included in 8 above.
(3) Marylou McCann disclaims beneficial ownership of 36,397,599 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.
(4) Excludes 4,157,836 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which Marylou McCann disclaims beneficial ownership. This report shall not be deemed an admission that such
person is the beneficial owner of such securities.
(5) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) 65,763 shares of Class A Common Stock
which are unvested, plus (c) the 27,678,043 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock included in 11 above.
Page 15 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Erin Moore Lenehan, individually and as a Trustee of the Erin McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
13,640,021(1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
14,031,991 (2)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,031,991 (2) (3)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (4)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8% (5)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
||
(1) This amount includes 5,483,030 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 5,875,000 shares of Class B Common Stock.
(3) Erin Moore Lenehan disclaims beneficial ownership of 14,031,991 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities
(4) Excludes 26,523,924 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which Erin Moore Lenehan disclaims beneficial ownership. This report shall not be deemed an admission that such
person is the beneficial owner of such securities.
(5) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 5,875,000 shares of Class A
Common Stock issuable upon conversion of the Class B Common Stock included in 11 above.
Page 16 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
James F. McCann, III, individually and as a Trustee of the James McCann 2005 Trust and as a Director of Public Flowers,
Inc., the general partner of the 1999 McCann Family Limited Partnership
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
13,640,021 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
14,031,991 (2)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,031,991 (2)(3)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (4)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8% (5)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
||
(1) This amount includes 5,483,030 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 5,875,000 shares of Class B Common Stock.
(3) James F. McCann, III, disclaims beneficial ownership of 14,031,991 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such
securities.
(4) Excludes 26,523,924 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which James F. McCann, III disclaims beneficial ownership. This report shall not be deemed an admission that
such person is the beneficial owner of such securities.
(5) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 5,875,000 shares of Class B
Common Stock included in 11 above.
Page 17 of 25
|
CUSIP No. 68243Q106
|
|||
|
(1)
|
NAME OF REPORTING PERSONS
Matthew E. McCann, individually and as a Trustee of the Matthew McCann 2005 Trust
|
||
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [ ]
|
||
|
(3)
|
SEC USE ONLY
|
||
|
(4)
|
SOURCE OF FUNDS
OO – See Item 3 of Statement
|
||
|
(5)
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
||
|
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
Number of
Shares
|
(7)
|
SOLE VOTING POWER
0
|
|
|
Beneficially
Owned
|
(8)
|
SHARED VOTING POWER
13,640,021 (1)
|
|
|
by Each
Reporting
|
(9)
|
SOLE DISPOSITIVE POWER
0
|
|
|
Person With
|
(10)
|
SHARED DISPOSITIVE POWER
14,031,991 (2)
|
|
|
(11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,031,991 (2) (3)
|
||
|
(12)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x] (4)
|
||
|
(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8% (5)
|
||
|
(14)
|
TYPE OF REPORTING PERSON
IN
|
||
(1) This amount includes 5,483,030 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. 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.
(2) This amount includes 5,875,000 shares of Class B Common Stock.
(3) Matthew E. McCann disclaims beneficial ownership of 14,031,991 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.
(4) Excludes 26,523,924 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and
issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which Matthew E. McCann disclaims beneficial ownership. This report shall not be deemed an admission that such
person is the beneficial owner of such securities.
(5) The percentage of beneficial ownership is based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) the 5,875,000 shares of Class A
Common Stock issuable upon conversion of the Class B Common Stock included in 11 above.
Page 18 of 25
CONTINUATION PAGES TO SCHEDULE 13D
This Amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on July 27, 2017 jointly by the individuals (in their individual capacity and/or as trustee or co-trustee of specified trusts and/or as a general partner or officer or director of a general partner of specified limited
partnerships), trusts, limited partnerships and corporation listed in Item 2(a) of the Schedule 13D (the “Group Members”) who may be deemed to beneficially own shares of Class A Common Stock of 1-800-FLOWERS.COM, Inc. (the “Issuer”), par value
$.01 per share (the “Class A Common Stock”), and/or shares of Class B Common Stock of the Issuer, par value $.01 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), in each case as described
herein. Each share of Class B Common Stock (i) is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof and (ii) has ten votes per share on all matters subject to the vote of the
stockholders.
Item 3 Source and Amount of Funds or Other
Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
All of the shares of Class A Common Stock beneficially owned directly by Christopher G.
McCann were acquired (i) in connection with investing capital in the Issuer prior to its initial public offering, (ii) in connection with the grant of restricted share awards and options pursuant to the Issuer’s employee benefit plans, (iii) in
an open market purchase as custodian for his minor son and (iv) as a gift from his brother, the Chairman of the Board of the Issuer. The source of any funds used by Christopher G. McCann for such shares was personal funds. No part of the
purchase price was borrowed for the purpose of acquiring such securities. All of the shares of Common Stock that may be deemed beneficially owned by Christopher G. McCann which are owned by the Family Partnerships and The McCann Charitable
Foundation, Inc. (the “Foundation”) of which he is a Director and the Treasurer, were acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.
Christopher G. McCann has options granted to him pursuant to the Issuer’s employee
benefit plan to purchase 1,580,000 shares of Class A Common Stock, 1,455,000 of which are currently exercisable and 125,000 of which will become exercisable on November 1, 2019.
Of the shares of Class A Common Stock owned directly by Christopher G. McCann, 292,278
shares are unvested, of which 215,757 shares are scheduled to vest over the period from October 30, 2019 through November 1, 2021 and, depending on the satisfaction of financial performance criteria during the Issuer’s 2019 fiscal year, up to an
additional 76,521 shares are scheduled to vest during the period from November 6, 2019 through November 6, 2021. Christopher G. McCann currently has the power to vote all of such shares of Class A Common Stock. Christopher G. McCann does not
have the right to dispose of unvested shares of Class A Common Stock.
All of the shares of Class A Common Stock beneficially owned directly by James F. McCann
were acquired (i) in connection with investing capital in the Issuer prior to its initial public offering and (ii) in connection with the grant of restricted share awards and options pursuant to the Issuer’s employee benefit plans. The source of
any funds used by James F. McCann for such shares was personal funds. No part of the purchase price was borrowed for the purpose of acquiring such securities. All of the shares of Common Stock that may be deemed beneficially owned by James F.
McCann that are owned by the Family Partnerships or the Foundation were acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.
Of the shares of Class A Common Stock owned directly by James F. McCann, 65,763 shares
are unvested, of which 8,002 shares are scheduled to vest on November 7, 2019, and, depending on the satisfaction of financial performance criteria during the Issuer’s 2019 fiscal year, up to an additional 57,761 shares are scheduled to vest
during the period from November 6, 2019 through November 6, 2021. James F. McCann currently has the power to vote all of such shares of Class A Common Stock. James F. McCann does not have the right to dispose of unvested shares of Class A
Common Stock.
Page 19 of 25
The shares of Class A Common Stock held by the Children’s Trusts were transferred to the
Children’s Trusts for no consideration upon termination of grantor retained annuity trusts established by James F. McCann for the benefit of himself and his children.
The shares of Class A Common Stock held by the 2012 Trusts were transferred to the 2012
Trusts for no consideration upon termination of a grantor retained annuity trust established by James F. McCann for the benefit of himself and his descendants.
All of the shares of Common Stock which are owned by the Family Partnerships were
acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.
|
Item 5
|
Interest
in Securities of Issuer.
|
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) The Group Members may be deemed to beneficially own an aggregate of
40,555,915 shares of Class A Common Stock representing 61.5% of the Class A Common Stock (based on (a) 35,635,548 shares of Class A Common Stock reported outstanding by the Issuer as of November 2, 2018, plus (b) 358,041 shares of Class A Common
Stock beneficially owned by Group Members which are unvested, plus (c) 1,455,000 shares of Class A Common Stock issuable upon exercise of stock options exercisable within 60 days of the date of this filing and 28,528,683 shares of Class B Common
Stock convertible into an equal number of shares of Class A Common Stock). Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of 40,555,915 shares of Class A Common Stock and to dispose of or
direct the disposition of 40,197,874 shares of Class A Common Stock because of the terms of the Stockholders’ Agreement. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this
report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
The information in items 1 and 7 through 13 on the cover pages (pp. 2 through 18) of
this Schedule 13D regarding the holdings of the Report
ing Persons is hereby incorporated by reference.
(c) On November 7, 2018, in connection with the vesting of shares of Class A Common
Stock, Christopher G. McCann had 3,737 shares of Class A Common Stock withheld for tax purposes. On November 7, 2018, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per
share and sold such shares in the open market at a weighted average price of $13.05. Such shares were sold in multiple transactions ranging from $12.50 to $13.38, inclusive. On November 8, 2018, Christopher G. McCann exercised options to
acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $13.76. The shares were sold in multiple transactions ranging from $13.26 to $14.14,
inclusive. On November 21, 2018, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.30.
Such shares were sold in multiple transactions ranging from $12.00 to $12.50, inclusive. On November 23, 2018, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and
sold such shares in the open market at a weighted average price of $12.64. Such shares were sold in multiple transactions ranging from $12.39 to $12.77, inclusive. On December 6, 2018, Christopher G. McCann exercised options to acquire 25,000
shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.40. Such shares were sold in multiple transactions ranging from $11.97 to $12.62, inclusive. On
December 19, 2018, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.16. Such shares were
sold in multiple transactions ranging from $11.82 to $12.50, inclusive. On December 20, 2018, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares
in the open market at a weighted average
Page 20 of 25
price of $11.67. Such shares were sold in multiple transactions ranging from $11.44 to $11.92, inclusive. On January 4,
2019, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.40. Such shares were sold in
multiple transactions ranging from $12.13 to $12.55, inclusive. On January 7, 2019, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open
market at a weighted average price of $12.61. Such shares were sold in multiple transactions ranging from $12.35 to $12.89, inclusive. On January 16, 2019, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock
at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.85. Such shares were sold in multiple transactions ranging from $12.72 to $13.03, inclusive. On January 17, 2019, Christopher G.
McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average price of $12.79.The shares were sold in multiple transactions ranging
from $12.66 to $13.03, inclusive. On January 30, 2019, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of $1.79 per share and sold such shares in the open market at a weighted average
price of $13.24. Such shares were sold in multiple transactions ranging from $13.10 to $13.41, inclusive. On January 31, 2019, Christopher G. McCann exercised options to acquire 12,500 shares of Class A Common Stock at an exercise price of
$1.79 per share and sold such shares in the open market at a weighted average price of $15.46. The shares were sold in multiple transactions ranging from $14.80 to $16.35, inclusive. Christopher G. McCann has undertaken to provide to the Issuer
or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.
On December 14, 2018, James F. McCann funded a grantor retained annuity trust, of which
he is the sole trustee, with 3,000,000 shares of Class B Common Stock.
(d) Not applicable.
(e) Not applicable
Page 21 of 25
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: February 5, 2019
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Christopher G. McCann
/s/ Christopher G. McCann
James F. McCann
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
ERIN McCANN 2005 TRUST
Marylou McCann, as Trustee and not in her individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
Erin Lenehan, as Trustee and not in her individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
/s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
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Page 22 of 25
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JAMES McCANN 2005 TRUST
Marylou McCann, as Trustee and not in her individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
James F. McCann, III, as Trustee and not in his individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
/s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
MATTHEW McCANN 2005 TRUST
Marylou McCann, as Trustee and not in her individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
Matthew E. McCann, as Trustee and not in his individual capacity
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
/s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
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Page 23 of 25
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THE JAMES F. McCANN 2012 FAMILY TRUST – PORTION I
By: /s/Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
THE JAMES F. McCANN 2012 FAMILY TRUST – PORTION II
By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
THE McCANN FAMILY LIMITED PARTNERSHIP
By: /s/Christopher G. McCann
CHRISTOPHER G. McCANN,
General Partner
THE 1999 McCANN FAMILY LIMITED PARTNERSHIP
By: Public Flowers, Inc.,
its General Partner
By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: President
PUBLIC FLOWERS, INC.
By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: President
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Page 24 of 25
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THE MARYLOU MCCANN 1999 TRUST U/A/D JULY 6, 1999
By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee and not in his individual capacity
Marylou McCann
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
Erin Moore Lenehan
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
James F. McCann, III
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
Matthew E. McCann
By: /s/ Christopher G. McCann
Christopher G. McCann, attorney-in-fact
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Page 25 of 25