0000950157-17-000183.txt : 20170202 0000950157-17-000183.hdr.sgml : 20170202 20170202170914 ACCESSION NUMBER: 0000950157-17-000183 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170202 DATE AS OF CHANGE: 20170202 GROUP MEMBERS: 2012 TRUST NO. 3 U/A/D DECEMBER 20, 2012 GROUP MEMBERS: DMB ARTICLE III TRUST 3 U/A/D MAY 9, 2012 GROUP MEMBERS: DOROTHY M. BYRNE 2014 GRAT NO. 3 GROUP MEMBERS: DOROTHY M. BYRNE REVOCABLE TRUST GROUP MEMBERS: ROBERT SNYDER 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78607 FILM NUMBER: 17569230 BUSINESS ADDRESS: STREET 1: 799 W. COLISEUM WAY CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8019473100 MAIL ADDRESS: STREET 1: 799 W. COLISEUM WAY CITY: MIDVALE STATE: UT ZIP: 84047 FORMER COMPANY: FORMER CONFORMED NAME: OVERSTOCK COM INC DATE OF NAME CHANGE: 20001227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mosley Daniel CENTRAL INDEX KEY: 0001572324 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 825 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 sc13ga.htm AMENDMENT NO. 2

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
OVERSTOCK.COM, INC.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
690370101
(CUSIP Number)
 
December 31, 2016
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
Rule 13d-1(b)
 
 
 
 
Rule 13d-1(c)
 
 
 
 
Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
Dorothy M. Byrne 2014 GRAT No. 3
 
 
 
 
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
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
172,576
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
172,576
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
172,576
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 
 
 
 
 


CUSIP No.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
DMB Article III Trust 3 u/a/d May 9, 2012
 
 
 
 
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
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
352,675
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
352,675
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
352,675
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.4%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 
 
 
 
 


 
CUSIP No.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
2012 Trust No. 3 u/a/d December 20, 2012
 
 
 
 
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
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
116,442
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
116,442
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
116,442
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 
 
 
 
 


 
CUSIP No.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
The Dorothy M. Byrne Revocable Trust
 
 
 
 
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
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,052,732
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,052,732
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,052,732
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.1%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 
 
 
 
 


 
CUSIP No.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
Robert Snyder*
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,694,425
 
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,694,425
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,694,425
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
IN
 
 
 
 
 
 *Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 3 u/a/d May 9, 2012, 2012 Trust No. 3 u/a/d December 20, 2012 and The Dorothy M. Byrne Revocable Trust.  Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.
 



 
CUSIP No.
690370101
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
Daniel Mosley*
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,694,425
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,694,425
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,694,425
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
Not Applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
 
IN
 
 
 
 
 
 *Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 3 u/a/d May 9, 2012, 2012 Trust No. 3 u/a/d December 20, 2012 and The Dorothy M. Byrne Revocable Trust.  Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.
 
 

 
Item 1.

 
(a) Name of Issuer:

   
Overstock.com, Inc.

 
(b) Address of Issuers Principal Executive Offices:

   
6350 South 3000 East
   
Salt Lake City, Utah 84121

Item 2.

 
(a) Name of Persons Filing:

   
Dorothy M. Byrne 2014 GRAT No. 3
   
DMB Article III Trust 3 u/a/d May 9, 2012
   
2012 Trust No. 3 u/a/d December 20, 2012
   
The Dorothy M. Byrne Revocable Trust
   
Robert Snyder
   
Daniel Mosley

 
(b) Address of Principal Business Office or, if none, Residence for each of the reporting persons:

   
Dorothy M. Byrne 2014 GRAT No. 3
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
DMB Article III Trust 3 u/a/d May 9, 2012
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
2012 Trust No. 3 u/a/d December 20, 2012
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
The Dorothy M. Byrne Revocable Trust
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
Robert Snyder
16 King Road
P.O. Box 85
Etna, NH 03750
     
   
Daniel Mosley
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019

 
(c) Citizenship:

   
Dorothy M. Byrne 2014 GRAT No. 3 - New York
   
DMB Article III Trust 3 u/a/d May 9, 2012 - New York
   
2012 Trust No. 3 u/a/d December 20, 2012 - New York
   
The Dorothy M. Byrne Revocable Trust - New York
   
Robert Snyder - United States
   
Daniel Mosley - United States
 
 


 
 
(d) Title of Class of Securities:

   
Common Shares

 
(e) CUSIP Number:

   
690370101

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
   
 
Not Applicable
   
Item 4.
Ownership:

 
(a).
Amount beneficially owned:
     
   
See Schedule A hereto.
     
 
(b).
Percent of Class:
     
   
See Schedule A hereto.
     
 
(c).
Number of shares as to which such person has:

   
(i).
Sole power to vote or to direct the vote:

   
See Schedule A hereto.

   
(ii).
Shared power to vote or to direct the vote:

   
See Schedule A hereto.

   
(iii).
Sole power to dispose or to direct the disposition of:

   
See Schedule A hereto.

   
(iv).
Shared power to dispose or to direct the disposition of:

   
See Schedule A hereto.

Item 5.
Ownership of Five Percent or Less of a Class:
   
 
Not Applicable
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
See Schedule A hereto.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not Applicable
   
Item 8.
Identification and Classification of Members of the Group:
   
 
See Exhibit 1 hereto.
 
 

 
 
   
Item 9.
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10.
Certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


 


 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 2, 2017
 
 
Dorothy M. Byrne 2014 GRAT No. 3
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
       
  By:  /s/ Daniel Mosley   
    Name: Daniel Mosley    
    Title:   Co-trustee   
 
 
 
DMB Article III Trust 3 u/a/d May 9, 2012
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
       
  By:  /s/ Daniel Mosley   
    Name: Daniel Mosley    
    Title:   Co-trustee   
 
 
 
2012 Trust No. 3 u/a/d December 20, 2012
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
       
  By:  /s/ Daniel Mosley   
    Name: Daniel Mosley    
    Title:   Co-trustee   
 
 
 
The Dorothy M. Byrne Revocable Trust
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
       
  By:  /s/ Daniel Mosley   
    Name: Daniel Mosley    
    Title:   Co-trustee   
 
 


 
Schedule A
 
BENEFICIAL OWNERSHIP AND VOTING OF COMMON SHARES
 
The percentages of class represented shown in the foregoing Schedule 13G/A as beneficially owned by Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 3 u/a/d May 9, 2012, 2012 Trust No. 3 u/a/d December 20, 2012, The Dorothy M. Byrne Revocable Trust, Robert Snyder and Daniel Mosley were calculated using 25,383,283 common shares of Overstock.com, Inc. (the “Company”) outstanding on October 31, 2016 as reported by the Companys Form 10-Q filed with the Securities and Exchange Commission on November 3, 2016.

The 172,576 common shares of the Company shown in the foregoing Schedule 13G as beneficially owned by the Dorothy M. Byrne 2014 GRAT No. 3 represent (a) 0 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has sole dispositive and voting power, and (b) 172,576 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has shared dispositive and voting power.
 
The 352,675 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 3 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 352,675 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has shared dispositive and voting power.
 
The 116,442 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the 2012 Trust No. 3 u/a/d December 20, 2012 represent (a) 0 shares as to which the 2012 Trust No. 3 u/a/d December 20, 2012 has sole dispositive and voting power, and (b) 116,442 shares as to which the 2012 Trust No. 3 u/a/d December 20, 2012 has shared dispositive and voting power.
  
The 1,052,732 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by The Dorothy M. Byrne Revocable Trust represent (a) 0 shares as to which The Dorothy M. Byrne Revocable Trust has sole dispositive and voting power, and (b) 1,052,732 shares as to which The Dorothy M. Byrne Revocable Trust has shared dispositive and voting power.
 
The 1,694,425 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Robert Snyder represent (a) 0 shares as to which Robert Snyder has sole dispositive and voting power, and (b) 1,694,425 shares as to which Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 3 u/a/d May 9, 2012, 2012 Trust No. 3 u/a/d December 20, 2012 and The Dorothy M. Byrne Revocable Trust.  Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.
 
The 1,694,425 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Daniel Mosley represent (a) 0 shares as to which Daniel Mosley has sole dispositive and voting power, and (b) 1,694,425 shares as to which Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 3 u/a/d May 9, 2012, 2012 Trust No. 3 u/a/d December 20, 2012 and The Dorothy M. Byrne Revocable Trust.  Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.
 
EX-1 2 ex-1.htm

 
Exhibit 1

JOINT FILING AGREEMENT

February 2, 2017

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the foregoing Schedule 13G dated February 2, 2017 (the “Schedule”), relating to the common shares of Overstock.com, Inc. (“Common Shares”), is being filed with the Securities and Exchange Commission on behalf of each of them.

The undersigned hereby further agree to prepare jointly and to file timely (or otherwise to deliver, as appropriate) all amendments to the Schedule (“13G filings”) with respect to their respective ownership of Common Shares, and each of them mutually covenants to the others that they will fully cooperate with each other in the preparation and timely filing of all such 13G filings.

This Joint Filing Agreement may be signed in one or more counterparts.



IN WITNESS WHEREOF, the parties hereto have executed this Joint Filing Agreement as of the date first written above.
 
 
Dorothy M. Byrne 2014 GRAT No. 3
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
 
 
By:
/s/ Daniel Mosley  
    Name:  Daniel Mosley  
    Title:    Co-trustee  
 
 
DMB Article III Trust 3 u/a/d May 9, 2012
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
 
 
By:
/s/ Daniel Mosley  
    Name:  Daniel Mosley  
    Title:    Co-trustee  
 
 
2012 Trust No. 3 u/a/d December 20, 2012
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
 
 
By:
/s/ Daniel Mosley  
    Name:  Daniel Mosley  
    Title:    Co-trustee  
 
 
The Dorothy M. Byrne Revocable Trust
 
       
 
By:
/s/ Robert Snyder  
    Name:  Robert Snyder  
    Title:    Co-trustee  
 
 
By:
/s/ Daniel Mosley  
    Name:  Daniel Mosley  
    Title:    Co-trustee