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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK COM INC [ OSTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock | 306,364(2) | I(1) | Held by Jack Byrne 2004 GRAT No. 1 | |||||||
Common stock | 237,181(3) | I(1) | Held by Jack Byrne 2005 GRAT No. 1 | |||||||
Common stock | 08/30/2005 | P | 4,948 | A | $39.95 | 4,948(4) | D | |||
Common stock | 08/30/2005 | P | 700 | A | $39.96 | 5,648 | D | |||
Common stock | 08/30/2005 | P | 7,800 | A | $39.97 | 13,448 | D | |||
Common stock | 08/30/2005 | P | 5,949 | A | $39.98 | 19,397 | D | |||
Common stock | 08/30/2005 | P | 294 | A | $39.99 | 19,691 | D | |||
Common stock | 08/30/2005 | P | 3,500 | A | $40 | 23,191 | D | |||
Common stock | 08/30/2005 | P | 600 | A | $40.01 | 23,791 | D | |||
Common stock | 08/30/2005 | P | 800 | A | $40.02 | 24,591 | D | |||
Common stock | 08/30/2005 | P | 100 | A | $40.03 | 24,691 | D | |||
Common stock | 08/30/2005 | P | 700 | A | $40.06 | 25,391 | D | |||
Common stock | 08/30/2005 | P | 100 | A | $40.07 | 25,491 | D | |||
Common stock | 08/30/2005 | P | 100 | A | $40.08 | 25,591 | D | |||
Common stock | 08/30/2005 | P | 5,100 | A | $40.09 | 30,691 | D | |||
Common stock | 08/30/2005 | P | 2,200 | A | $40.1 | 32,891 | D | |||
Common stock | 08/30/2005 | P | 5,300 | A | $40.11 | 38,191 | D | |||
Common stock | 08/30/2005 | P | 337 | A | $40.18 | 38,528 | D | |||
Common stock | 08/30/2005 | P | 300 | A | $40.21 | 38,828 | D | |||
Common stock | 08/30/2005 | P | 200 | A | $40.23 | 39,028 | D | |||
Common stock | 08/30/2005 | P | 2,200 | A | $40.25 | 41,228 | D | |||
Common stock | 08/30/2005 | P | 8,252 | A | $40.3 | 49,480 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock options | $31.13 | 05/21/2005 | 05/20/2009 | Common stock | 5,000 | 5,000 | D | ||||||||
Stock options | $35.27 | 04/26/2006 | 04/25/2010 | Common stock | 5,000 | 10,000 | D |
Explanation of Responses: |
1. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary ownership therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. |
2. Since April 27, 2005, the Reporting Person's last report, 210,123 OSTK Common Shares previously owned indirectly through a grantor retained annuity trust (Jack Byrne 2004 GRAT No. 1) have been distributed and were owned directly. The shares were then contributed to another grantor retained annuity trust (Jack Byrne 2005 GRAT No. 1) - See Footnote 3. The transactions resulted in mere changes in the form of the reporting person's beneficial ownership and did not increase or decrease the reporting person's pecuniary interest in the shares. |
3. Since April 27, 2005, the Reporting Person's last report, 237,181 OSTK Common Shares previously owned directly were contributed to a grantor retained annuity trust (Jack Byrne 2005 GRAT No. 1) and are now owned indirectly. These 237,181 shares that were contributed included 27,058 shares that were previously reported as directly owned. The transactions resulted in mere changes in the form of the reporting person's beneficial ownership and did not increase or decrease the reporting person's pecuniary interest in the shares. |
4. See Footnote 3. |
/s/ John J. Byrne | 08/31/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |