Sec Form 4 Filing - MCCANN CHRISTOPHER G @ 1 800 FLOWERS COM INC - 2018-05-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCCANN CHRISTOPHER G
2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [ FLWS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
ONE OLD COUNTRY ROAD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2018
(Street)
CARLE PLACE, NY11514
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 05/01/2018 M 15,000 A $ 1.79 965,626 D
Class A Common Stock 05/01/2018 S 15,000 D $ 12.28 ( 1 ) 950,626 D
Class A Common Stock 99,027 I I ( 2 )
Class A Common Stock 250,000 I I ( 2 )
Class A Common Stock 340,000 I I ( 2 )
Class A Common Stock 110 I I ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 1.79 05/01/2018 M 15,000 ( 4 ) 10/26/2020 Common Stock 15,000 $ 0 830,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCANN CHRISTOPHER G
ONE OLD COUNTRY ROAD
SUITE 500
CARLE PLACE, NY11514
X X CEO and President
Signatures
/s/Christopher G. McCann 05/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions ranging from $11.80 to $12.65, inclusive. The reporting person undertakes to provide to 1-800-Flowers.com, Inc., or the Staff of The Securities and Exchange Commission, upon request full information regarding the number of shares sold at each separate price within the range set forth above.
( 2 )Shares held by a Grantor Retained Annuity Trust of which Reporting Person is the Trustee.
( 3 )Shares held by Reporting Person as custodian for his son.
( 4 )The options were granted on 10/26/2010 and vested ratably over 8 years.

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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