0000950162-12-000032.txt : 20120215 0000950162-12-000032.hdr.sgml : 20120215 20120215120443 ACCESSION NUMBER: 0000950162-12-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120215 DATE AS OF CHANGE: 20120215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCCANN JAMES F CENTRAL INDEX KEY: 0001205164 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O GATEWAY INC STREET 2: 14303 GATEWAY PLACE CITY: POWAY STATE: CA ZIP: 92064-7140 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57695 FILM NUMBER: 12614932 BUSINESS ADDRESS: STREET 1: 1600 STEWART AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5162376000 MAIL ADDRESS: STREET 1: ONE OLD COUNTRY ROAD STREET 2: SUITE 500 CITY: CARLE PLACE STATE: NY ZIP: 11514 SC 13G 1 flowers13g_021412.htm 1-800-FLOWERS SCHEDULE 13G flowers13g_021412.htm

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

SCHEDULE 13G

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)

68243Q
(CUSIP Number)

12/31/11
(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is
filed:

o  Rule 13d-1(b)

o  Rule 13d-1(c)

x  Rule 13d-1(d)

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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.



                                                                       
 
 

 


CUSIP No. 68243Q
 
(1)
1NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
James F. McCann
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  [  ]
(b)  [  ]
(3)
SEC USE ONLY
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
(5)
SOLE VOTING POWER
 
29,301,415 (1) (2)
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
(6)
SHARED VOTING POWER

52,548 (2) (3)
(7)
SOLE DISPOSITIVE POWER
 
28,897,138 (1) (2)
 
(8)
SHARED DISPOSITIVE POWER
 
52, 548 (2) (3)
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
29,353,963 (2)
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*                                                    [              ]
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 48.1% (4)
 
(12)
TYPE OF REPORTING PERSON*
 
IN

(1)           This amount includes: (a) 12,496,932 shares of Class B Common Stock held by two Grantor Retained Annuity Trusts of which Mr. McCann is the Trustee; (b) 649,406 shares of Class A Common Stock subject to options; and (c) 688,712 shares of Class A Common Stock and 15,466,365 shares of Class B Common Stock owned directly by Mr. McCann.  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 5,875,000 shares of Class B Common Stock for which Mr. McCann disclaims beneficial ownership that are held by a limited partnerships, of which Mr. McCann is a limited partner and does not exercise control.
 
(3)           These 52,548 shares of Class B Common Stock are held by The McCann Charitable Foundation, Inc., of which Mr. McCann is a Director and the President.
 
(4)           The percentage of beneficial ownership is based on 32,348,862 shares of Class A Common Stock outstanding as of February 14, 2012, which number includes 4,141,769 unvested restricted shares, plus the 28,015,845 shares of Class B Common Stock and the 649,406 shares of Class A Common Stock subject to options disclosed in footnotes (1) and (3).
 
 

 
 
Item 1.
 
(a)           Name of Issuer: 1-800-FLOWERS.COM, Inc.
 
(b)           Address of Issuer's Principal Executive Offices:
One Old Country Road, Suite 500
Carle Place, NY 11514
 
Item 2.
 
(a) - (c)           Name, Address of Principal Business Offices, and Citizenship of Persons Filing:
James F. McCann
One Old Country Road, Suite 500
Carle Place, NY 11514
 
Citizenship: USA
 
(d)           Title of Class of Securities: Class A Common Stock
 
(e)           CUSIP Number: 68243Q
 
Item 3.
 
N/A
 
Item 4.                      Ownership
 
The information in items 1 and 5 through 11 on the cover page (p. 2) of this Schedule 13G (regarding the holdings of James F. McCann) is hereby incorporated by reference.
 
Item 5.                      Ownership of Five Percent or Less of a Class
 
N/A
 
Item 6.                      Ownership of More than Five Percent on Behalf of Another Person
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
N/A
 
Item 8.                      Identification and Classification of Members of the Group
 
N/A
 
Item 9.                      Notice of Dissolution of Group
 
N/A
 
Item 10.                      Certification
 
N/A
 


                                                                      
 
 

 


 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that that information set forth in this statement is true, complete and correct.
 
 
 
2/14/12
 
 
Date
 


 
/s/ James F. McCann
 
 
Signature
 


 
/s/ James F. McCann
 
 
Signature