SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SB CAPITAL MANAGERS LLC

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [ FLWS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2003

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 per share	07/08/2003	07/08/2003	S		400,000⁽¹⁾	D	8.65	2,936,560⁽²⁾	I⁽³⁾	Footnote⁽⁴⁾
Class A Common Stock, par value $0.01 per share	07/08/2003	07/08/2003	S		250,000⁽⁵⁾	D	8.63	2,686,560⁽⁶⁾	I⁽⁷⁾	Footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares of Class A Common Stock ("Common Stock") were owned of record by SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB Capital Partners"), SOFTBANK Capital LP, a Delaware limited partnership ("SB Capital"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("Advisors Fund"). Securities owned by SB Capital Partners, SB Capital and Advisors Fund may be regarded as being beneficially owned by SOFTBANK Capital Partners LLC, a Delaware limited liability company ("SB CP LLC") and by SB Capital Managers LLC, a Delaware limited liability company ("SB CM LLC"). SB Capital Partners, SB Capital and Advisors Fund disposed of 198,849, 195,431 and 5,720 shares of Common Stock, respectively.

2. Following the reported transaction, SB Capital Partners, SB Capital and Advisors Fund benefically owned 1,459,832, 1,434,735 and 41,993 shares of Common Stock, respectively. SB CM LLC and SB CP LLC may be deemed to beneficially own, through SB Capital Partners, SB Capital and Advisors Fund, 2,936,560 shares of Common Stock.

3. These shares of Common Stock are directly owned by SB Capital Partners, SB Capital and Advisors Fund.

4. SB CP LLC is the general partner of SB Capital Partners, SB Capital and Advisors Fund; accordingly, securities owned by SB Capital Partners, SB Capital and Advisors Fund may be regarded as being beneficially owned by SB CP LLC. Pursuant to the Limited Liability Company Agreement of SB CP LLC, all investment decisions on behalf of SB CP LLC must be approved by SB CM LLC; accordingly, securities beneficially owned by SB CP LLC may be regarded as being beneficially owned by SB CM LLC. The principal business offices of SB Capital Partners, SB Capital, Advisors Fund, SB CP LLC and SB CM LLC are located at 1188 Centre Street, Newton Center, Massachusetts 02459. Each of SB Capital Partners, SB Capital, Advisors Fund, SB CP LLC and SB CM LLC disclaims beneficial ownership of securities owned by any other person or entity except to the extent of its respective pecuniary interest, if any, therein.

5. These shares of Common Stock were owned of record by SB Capital Partners, SB Capital and Advisors Fund and may be regarded as being beneficially owned by SB CM LLC and by SB CP LLC. SB Capital Partners, SB Capital and Advisors Fund disposed of 124,281, 122,144 and 3,575 shares of Common Stock, respectively.

6. Following the reported transaction, SB Capital Partners, SB Capital and Advisors Fund benefically owned 1,335,551, 1,312,591 and 38,418 shares of Common Stock, respectively. SB CM LLC and SB CP LLC may be deemed to beneficially own, through SB Capital Partners, SB Capital and Advisors Fund, 2,686,560 shares of Common Stock.

7. See footnote 3.

8. See footnote 4.

	SB CAPITAL MANAGERS LLC By: SOFTBANK INC., its Administrative Member By: /s/ Steven J. Murray Name: Steven J. Murray Title: Administrative Member Representative	07/16/2003
	** Signature of Reporting Person	Date
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