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*
BYRNE PATRICK MICHAEL

(Last) (First) (Middle)
799 W COLISEUM WAY

(Street)
MIDVALE UT 84047

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK.COM, INC [ OSTK ]
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)
09/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/16/2019 S 1,505,123 D $21.8353(1) 2,228,646 I High Plains Investments LLC(2)
Common Stock 09/16/2019 G V 87,000 D $0 2,141,646 I High Plains Investments LLC(2)
Common Stock 09/17/2019 S 2,141,646 D $18.6618(3) 0 I High Plains Investments LLC(2)
Common Stock 09/18/2019 S 1,056,690 D $16.3183(4) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BYRNE PATRICK MICHAEL

(Last) (First) (Middle)
799 W COLISEUM WAY

(Street)
MIDVALE UT 84047

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HIGH PLAINS INVESTMENTS LLC

(Last) (First) (Middle)
700 BITNER ROAD

(Street)
PARK CITY UT 84098

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. $21.8353 is the weighted average sale price for the 1,505,123 shares sold on September 16, 2019. The shares were sold in multiple transactions at prices ranging from $19.745 to $25.50 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
2. This Form 4 is filed jointly by Patrick M. Byrne and High Plains Investments LLC. Patrick M. Byrne holds 100% of the voting interest in and controls High Plains Investments LLC. The securities described herein are or were held directly by High Plains Investments LLC, which was a ten percent owner of the issuer. The address of High Plains Investments LLC is 700 Bitner Road, Park City, Utah 84098.
3. $18.6618 is the weighted average sale price for the 2,141,646 shares sold on September 17, 2019. The shares were sold in multiple transactions at prices ranging from $17.57 to $20.35 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. $16.3183 is the weighted average sale price for the 1,056,690 shares sold on September 18, 2019. The shares were sold in multiple transactions at prices ranging from $16.01 to $17.28 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
Remarks:
Pursuant to Instruction 4(b)(v), below is a list of the names and addresses of each reporting person on behalf of whom this Form 4 is being submitted: 1. Patrick M. Byrne, 700 Bitner Road, Park City, Utah 84098. 2. High Plains Investments LLC, 700 Bitner Road, Park City, Utah 84098.
/s/ Allison Fletcher (attorney-in-fact) 09/18/2019
/s/ Allison Fletcher (attorney-in-fact) 09/18/2019
** 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).
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