-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+Zu+ulUzHpD/kQ80nLhrdBSGkbokPK/g0MFXwchemLiOP/RSXq7zyB5F2TGuS/g FrY7tPQPtiprzN+WWFFgpg== 0001104659-10-030624.txt : 20100525 0001104659-10-030624.hdr.sgml : 20100525 20100525121502 ACCESSION NUMBER: 0001104659-10-030624 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100525 DATE AS OF CHANGE: 20100525 GROUP MEMBERS: HAVERFORD VALLEY L.C. GROUP MEMBERS: HIGH PLAINS INVESTMENTS LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BYRNE PATRICK CENTRAL INDEX KEY: 0001205772 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6322 S 3000 C STREET 2: STE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSTOCK.COM, INC CENTRAL INDEX KEY: 0001130713 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 870634302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78607 FILM NUMBER: 10856142 BUSINESS ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 6350 SOUTH 3000 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: OVERSTOCK COM INC DATE OF NAME CHANGE: 20001227 SC 13D/A 1 a10-10830_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

OVERSTOCK.COM, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

690370 10 1

(CUSIP Number)

 

Patrick M. Byrne

6350 South 3000 East

Salt Lake City, Utah 84121

(801) 947-3100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 21, 2010

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 



 

CUSIP No.   690370 10 1

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Patrick M. Byrne

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not Applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,245,887

 

8.

Shared Voting Power
5,452,127

 

9.

Sole Dispositive Power
1,245,887

 

10.

Shared Dispositive Power
5,452,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,698,014

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
29.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

High Plains Investments LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not Applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,452,127

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,452,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,452,127

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.7%

 

 

14.

Type of Reporting Person (See Instructions)
00

 

3



 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Haverford Valley L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not Applicable.

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,452,127

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,452,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,452,127

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
23.7%

 

 

14.

Type of Reporting Person (See Instructions)
00

 

4



 

AMENDMENT NO. 8 TO

STATEMENT ON SCHEDULE 13D

 

This Amendment No. 8 (this “Amendment”) amends and supplements the Statement on Schedule 13D filed by Patrick M. Byrne, John B. Pettway, High Plains Investments LLC and Haverford Valley L.C. dated November 14, 2002, as amended to date (the “Original 13D”), relating to shares of the common stock, par value $0.0001 per share (the “Shares”) of Overstock.com, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 6350 South 3000 East, Salt Lake City, Utah 84121.  Capitalized terms used but not defined herein have the meanings ascribed to them in the Original 13D.

 

Note:  This Amendment No. 8 is being filed as a result of the sale of certain Shares of the Issuer held by High Plains Investments LLC.  The filing of this Amendment shall not constitute an admission that the sale of less than 1% of the outstanding Shares is material.

 

Item 1.

Security and Issuer

 

 

 

 

Item 2.

Identity and Background

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

 

Item 4.

Purpose of Transaction

 

 

 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Original 13D is hereby amended and supplemented as follows:

 

As set forth herein, Dr. Byrne beneficially owns 6,698,014 Shares, which represent 29.1% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date, and calculated in accordance with Rule 13d-3.  Dr. Byrne shares voting and dispositive power over 5,452,127 Shares with High Plains Investments LLC and Haverford Valley L.C.  Dr. Byrne disclaims beneficial ownership of the Shares held by High Plains Investments LLC, Haverford Valley L.C. and all other persons except to the extent of his pecuniary interest in each entity, respectively.  Dr. Byrne has sole voting and dispositive power over 1,245,887 Shares.

 

Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed on Annex A attached hereto.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

 

 

Item 7.

Material to be Filed as Exhibits

 

 

 

5



 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of  the undersigned certifies that the information set forth in this Amendment No. 8 to Statement on Schedule 13D relating to him or it is true, complete and correct.

 

Dated: May 24, 2010

 

 

 

 

 

 

 

/s/ Patrick M. Byrne

 

 

Patrick M. Byrne

 

 

 

 

 

 

 

 

HIGH PLAINS INVESTMENTS LLC

 

 

 

 

 

By:

HAVERFORD VALLEY LC

 

 

 

 

 

 

By:

/s/ John Pettway

 

 

 

Name: John Pettway

 

 

 

Title: Manager

 

 

 

 

 

HAVERFORD VALLEY LC

 

 

 

 

 

 

By:

/s/ John Pettway

 

 

 

Name: John Pettway

 

 

 

Title: Manager

 

6



 

ANNEX A

 

Transactions in Issuer’s Securities in Last 60 Days

 

 

 

 

 

Number of

 

Price Per Share

 

Transaction Date

 

Buy/(Sell)

 

Shares

 

(US $)

 

 

 

 

 

 

 

 

 

5/20/2010

 

SELL

 

10,000

 

20.91

 

5/21/2010

 

SELL

 

100

 

22.84

 

5/21/2010

 

SELL

 

1,400

 

22.80

 

5/21/2010

 

SELL

 

1,900

 

22.82

 

5/21/2010

 

SELL

 

2,000

 

22.83

 

5/21/2010

 

SELL

 

4,600

 

22.50

 

5/21/2010

 

SELL

 

4,615

 

21.00

 

5/21/2010

 

SELL

 

5,385

 

21.48

 

5/21/2010

 

SELL

 

10,000

 

22.85

 

5/21/2010

 

SELL

 

10,000

 

22.60

 

5/21/2010

 

SELL

 

10,000

 

22.88

 

5/21/2010

 

SELL

 

10,000

 

22.90

 

5/21/2010

 

SELL

 

10,000

 

22.05

 

5/21/2010

 

SELL

 

10,000

 

21.25

 

5/21/2010

 

SELL

 

10,000

 

20.95

 

5/24/2010

 

SELL

 

10,000

 

22.78

 

5/24/2010

 

SELL

 

10,000

 

22.72

 

5/24/2010

 

SELL

 

9,600

 

22.59

 

5/24/2010

 

SELL

 

400

 

22.95

 

5/24/2010

 

SELL

 

10,000

 

23.10

 

 

7


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