Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Rule
13d-102)
Information
to be Included in Statements Filed
Pursuant
to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed
Pursuant to Rule 13d-2(b)
(Amendment
No. 6)*
|
||
|
1-800
Flowers.com, Inc.
|
||
|
(Name
of Issuer)
|
||
|
Common
Stock
|
||
|
(Title
of Class of Securities)
|
||
|
68243Q106
|
||
|
(CUSIP
Number)
|
||
|
December
31, 2006
|
||
|
(Date
of Event Which Requires Filing of this Statement)
|
||
|
Check
the appropriate box to designate the rule pursuant to which this
Schedule
is filed:
|
||
|
o
Rule
13d-1(b)
o
Rule 13d-1(c)
x
Rule
13d-1(d)
|
||
|
*
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 the disclosures provided in a prior cover page.
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||
|
The
information required in 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).
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Page
1 of
11
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SCHEDULE
13G
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Issuer:
1-800 Flowers
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CUSIP
No.:
68243Q106
|
| 1 |
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only):
|
||||
|
J.P.
Morgan Partners (SBIC), LLC
13-337-6808
|
|||||
| 2 |
Check
the Appropriate Box if a Member of a Group (See
Instructions):
|
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC use only: | ||||
| 4 |
Citizenship
or Place of Organization:
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||||
| Delaware | |||||
| 5 | Sole Voting Power: | ||||
| Number of |
25,000
shares of Class A Common Stock(including 20,000 options to purchase
shares
of Class A Common Stock)
|
||||
| Shares | 6 | Shared Voting Power: | |||
| Beneficially | |||||
| Owned by | |||||
| Each | 7 | Sole Dispositive Power: | |||
| Reporting | |||||
| Person |
25,000
shares of Class A Common Stock(including 20,000 options to purchase
shares
of Class A Common Stock)
|
||||
| With: | 8 | Shared Dispositive Power: | |||
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
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||||
|
25,000
shares of Class A Common Stock(including 20,000 options to purchase
shares
of Class A Common Stock)
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|||||
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions):
|
||||
| o | |||||
| 11 | Percent of Class Represented by Amount in Row (9): | ||||
| 0.09% | |||||
| 12 | Type of Reporting Person (See Instructions): | ||||
| OO | |||||
Page
2 of
11
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SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
Preliminary
Note: The
information contained in this Schedule 13G has been amended to reflect the
sale
of 177,500 shares of the Issuer’s Common Stock and a change in the executive
officers of the controlling persons of the Reporting Person.
Item
1.
|
(a)
|
Name
of Issuer:
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|
1-800
Flowers.com, Inc.
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|
(b)
|
Address
of Issuer's Principal Executive Offices:
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|
1600
Stewart Avenue
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Westbury,
NY 15590
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Item
2.
|
(a)
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Name
of Person Filing:
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|
J.P.
Morgan Partners (SBIC), LLC
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|
Supplemental
information relating to the ownership and control of the person filing
this statement is included in Exhibit 2(a) attached
hereto.
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(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
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270
Park Avenue
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New
York, New York 10017
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(c)
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Citizenship:
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Delaware
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(d)
|
Title
of Class of Securities (of Issuer):
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|
Class
A Common
Stock
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(e)
|
CUSIP
Number:
|
|
68243Q106
|
Item
3. If
this statement is filed pursuant to § § 240. 13d-1(b) or 240. 13d-2(b)
or (c), check whether the person filing is a:
Not
applicable.
Item
4. Ownership
|
(a)
|
Amount
Beneficially Owned:
|
|
25,000
shares of Class A Common Stock (including 20,000 options to purchase
shares of Class A Common Stock)
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Page
3 of
11
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SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
|
(b)
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Percent
of Class:
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|
0.09%
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|
(c)
|
Number
of shares as to which such person has:
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|
(i)
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25,000
shares of Class A Common Stock (including 20,000 options to purchase
shares of Class A Common Stock)
|
|
(ii)
|
Not
applicable.
|
|
(iii)
|
25,000
shares of Class A Common Stock (including 20,000 options to purchase
shares of Class A Common Stock)
|
|
(iv)
|
Not
applicable.
|
Item
5. Ownership
of Five Percent or Less of a Class
If
this
statement is being filed to report the fact that as of the date hereto the
reporting person has ceased to be the beneficial owner of more than 5 percent
of
the class of securities, check the following [x].
Item
6. Ownership
of More than Five Percent on Behalf of Another Person
Not
applicable.
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
Not
applicable.
Item
9. Notice
of Dissolution of Group
Not
applicable.
Item
10. Certification
Not
applicable.
Page
4 of
11
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SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
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 14, 2007
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J.P.
MORGAN PARTNERS (SBIC), LLC
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||
|
By:
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/c/
John C. Wilmot
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|
|
Name:
John C. Wilmot
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||
|
Title:
Managing Director
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||
Page
5 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
EXHIBIT
2(a)
Item
2. Identity and Background.
This
statement is being filed by J.P. Morgan Partners (SBIC), LLC, a Delaware limited
liability company (hereinafter referred to as "JPMP (SBIC)"), whose principal
business office is located at 270 Park Avenue, New York, New York 10017. JPMP
(SBIC) is engaged in the venture capital and leveraged buyout business. Set
forth in Schedule
A
hereto
and incorporated herein by reference are the names, business addresses,
occupations and employments of each executive officer and director of JPMP
(SBIC).
JPMP
(SBIC) is a wholly owned subsidiary of J.P. Morgan Partners (BHCA), L.P., a
Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose
principal business office is located at the same address as JPMP (SBIC). JPMP
(BHCA) is also engaged in the venture capital and leveraged buyout business.
As
the sole member of JPMP (SBIC), JPMP (BHCA) may be deemed to beneficially own
the shares held by JPMP (SBIC). The general partner of JPMP (BHCA) is JPMP
Master Fund Manage
r, L.P., a Delaware limited partnership (hereinafter referred
to as "JPMP Master Fund"), whose principal business office is located at the
same address as JPMP (SBIC), and is also directly or indirectly (through
affiliates) engaged in the venture capital and leveraged buyout business. As
the
general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially
own the shares held by JPMP (SBIC). The general partner of JPMP Master Fund
is
JPMP Capital Corp., a New York corporation (hereinafter referred to as "JPMP
Capital Corp."), whose principal business office is located at the same address
as JPMP (SBIC), and is also engaged in the venture capital and leveraged buyout
business. Set forth in Schedule
B
hereto
and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director
of
JPMP Capital Corp. As the general partner of JPMP Master Fund, JPMP Corp. may
be
deemed to beneficially own the shares held by JPMP (SBIC).
JPMP
Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a
Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is
engaged (primarily through subsidiaries) in the commercial banking business
with
its principal office located at 270 Park Avenue, New York, New York 10017.
Set
forth in Schedule
C
hereto
and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director
of
JP Morgan Chase.
Page
6 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
SCHEDULE
A
J.P.
MORGAN PARTNERS (SBIC), LLC
Executive
Officers1
|
Chief
Investment Officer
|
Ina
R. Drew*
|
|
Managing
Director
Managing
Director
|
Joseph
S. Bonocore*
Ana
Capella Gomez-Acebo*
|
|
Managing
Director
|
John
C. Wilmot*
|
|
Managing
Director and Assistant Secretary
|
Richard
Madsen*
|
|
Vice
President
|
William
T. Williams Jr*
|
|
Vice
President and Assistant General Counsel
|
Judah
Shechter*
|
|
Vice
President and Assistant General Counsel
|
Elizabeth
De Guzman*
|
Directors1
Ina
R.
Drew*
John
C.
Wilmot*
_______________________________
1 Each
of
whom is a United States citizen.
*
Principal occupation is employee and/or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New
York 10017.
Page
7 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
SCHEDULE
B
JPMP
CAPITAL CORP.
Executive
Officers1
|
Chief
Investment Officer
|
Ina
R. Drew*
|
|
Managing
Director
Managing
Director
|
Joseph
S. Boconore*
Ana
Capella Gomez-Acebo
|
|
Managing
Director
|
John
C. Wilmot*
|
|
Managing
Director and Assistant Secretary
|
Richard
Madsen*
|
|
Vice
President
|
William
T. Williams Jr.*
|
|
Vice
President and Assistant General Counsel
|
Judah
Shechter*
|
|
Vice
President and Assistant General Counsel
|
Elizabeth
De Guzman*
|
Directors1
Ina
R.
Drew*
John
C.
Wilmot*
_______________________________
1 Each
of
whom is a United States citizen.
| * |
Principal
occupation is employee or officer of JPMorgan Chase & Co. Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New
York 10017.
|
|
|
|
Page
8 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
SCHEDULE
C
JPMORGAN
CHASE & CO.
Executive
Officers1
|
President
and Chief Executive Officer
|
James
Dimon*
|
|
Chief
Administrative Officer
Co-Chief
Executive Officer, Investment Bank
Chief
Financial Officer2
|
Frank
Bisignano *
Steven
D. Black*
Michael
J. Cavanagh*
|
|
Director
of Human Resources
|
John
F. Bradley*
|
|
Chief
Investment Officer
Head,
Commercial Banking
|
Ina
R. Drew *
Samuel
Todd Maclin*
|
|
Head,
Strategy and Business Development
|
Jay
Mandelbaum*
|
|
Chief
Executive Officer, Treasury & Securities Services
Head,
Retail Financial Services
Chief
Executive Officer, Card Services
Global
Head, Asset & Wealth Management
|
Heidi
Miller*
Charles
W. Scharf*
Richard
J. Srednicki*
James
E. Staley*
|
|
Co-Chief
Executive Officer, Investment Bank
General
Counsel
|
William
T. Winters*
Stephen
M. Cutler*
|
_______________________________
| 1 |
Each
of whom is a United States citizen.
|
| * |
Principal
occupation is employee or officer of JPMorgan Chase & Co. Business
address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New
York 10017.
|
|
|
|
Page
9 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
Directors1
|
Name
|
Principal
Occupation or Employment;
Business
or Residence Address
|
|
|
John
H. Biggs
|
Former
Chairman and CEO
TIAA
- CREF
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Crandall
C. Bowles
|
Chairman
and Chief Executive Officer
Spring
Global US, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Stephen
B. Burke
|
President
Comcast
Cable Communications, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
James
S. Crown
|
President
Henry
Crown and Company
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
James
Dimon
|
President
and Chief Executive Officer
JPMorgan
Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Ellen
V. Futter
|
President
and Trustee
American
Museum of Natural History
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
William
H. Gray, III
|
Retired
President and Chief Executive Officer
The
College Fund/UNCF
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Laban
P. Jackson, Jr.
|
Chairman
and Chief Executive Officer
Clear
Creek Properties, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
Page
10 of
11
|
SCHEDULE
13G
|
|
|
Issuer:
1-800 Flowers
|
CUSIP
No.:
68243Q106
|
|
Name
|
Principal
Occupation or Employment;
Business
or Residence Address
|
|
Lee
R. Raymond
|
Chairman
of the Board and Chief Executive Officer
Exxon
Mobil Corporation
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
John
W. Kessler
|
Owner
John
W. Kessler Company
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Robert
I. Lipp
|
Chairman
The
St. Paul Travelers Companies, Inc.
JPMorgan
Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
Richard
A. Monoogian
|
Chairman
and Chief Executive Officer
Masco
Corporation
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
David
C. Novak
|
Chairman
and Chief Executive Officer
Yum!
Brands, Inc.
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
|
|
William
C. Weldon
|
Chairman
and Chief Executive Officer
Johnson
& Johnson
c/o
JPMorgan Chase & Co.
270
Park Avenue
New
York, New York 10017
|
Page
11 of
11