Sec Form 4/A Filing - MCCANN CHRISTOPHER G @ 1 800 FLOWERS COM INC - 2014-11-26

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FORM 4/A
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)
Pesident
(Last) (First) (Middle)
ONE OLD COUNTRY ROAD, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2014
(Street)
CARLE PLACE, NY11514
4. If Amendment, Date Original Filed (MM/DD/YY)
12/01/2014
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 11/26/2014( 1 ) M 24,911 ( 1 ) A $ 8.45 1,590,265 ( 1 ) D
Class A Common Stock 11/26/2014( 2 ) S 24,879 ( 2 ) D $ 8.72 ( 3 ) 1,565,386 ( 2 ) D
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
Class A Common Stock $ 8.45 11/26/2014( 1 ) M 24,911 ( 1 ) 12/02/2006( 4 ) 12/02/2014 Class A Common Stock 24,911 ( 1 ) $ 0 12,589 ( 1 ) 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 Pesident
Signatures
/s/ Christopher G. McCann 12/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Transaction was previously reported but is included on this Form 4 to correct the number of shares that were acquired upon exercise of the option and the amount of securities beneficially owned following the Transaction.
( 2 )This Transaction was previously reported but is included on this Form 4 to correct the amount of securities beneficially owned following the Transaction.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.70 to $8.75, 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.
( 4 )The option, representing a right to purchase a total of 37,500 shares, became exercisable with respect to 40% of the shares on December 2, 2006, which was the second anniversary of the date on which the option was granted, and became exercisable for an additional 20% on each of December 2, 2007, December 2, 2008 and December 2, 2009.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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