Sec Form 4 Filing - MCCANN JAMES F @ 1 800 FLOWERS COM INC - 2017-06-12

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 JAMES F 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) Exec. Chairman of the Board (Last) (First) (Middle) ONE OLD COUNTRY ROAD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2017 (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 513,783 D Class A Common Stock 480 I By spouse Class A Common Stock 2,265,197 ( 1 ) I By Erin McCann 2005 Trust Class A Common Stock 2,265,197 ( 1 ) I By James McCann 2005 Trust Class A Common Stock 2,265,196 ( 1 ) I By Matthew McCann 2005 Trust Class A Common Stock 492,368 ( 1 ) I By The James F. McCann 2012 Family Trust - Portion I Class A Common Stock 869,033 ( 1 ) I By The James F. McCann 2012 Family Trust - Portion II

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 B Common Stock $ 0 06/12/2017 G V 1,361,401 ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 1,361,401 $ 0 0 I By James F. McCann 2014 Grantor Retained Annuity Trust No. 1 Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 21,803,043 21,803,043 D Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 3,875,000 ( 1 ) 3,875,000 I By The 1999 McCann Family Limited Partnership Class B Common Stock $ 0 ( 3 ) ( 3 ) Class A Common Stock 1,608,030 ( 1 ) 1,608,030 I By The McCann Family Limited Partnership

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCANN JAMES F ONE OLD COUNTRY ROAD SUITE 500 CARLE PLACE, NY11514 X X Exec. Chairman of the Board Signatures /s/ James F. McCann 07/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person's spouse may be deemed to have acquired beneficial ownership of these securities upon entering into a stockholders' agreement applicable to such securities. ( 2 )On June 11, 2014, the reporting person contributed 3,570,600 shares of Class B Common Stock to a grantor retained annuity trust for the benefit of himself and his descendants. Upon termination of the trust on June 12, 2017, 1,361,401 of the shares were transferred to trusts for the benefit of the reporting person's descendants. The remaining 2,209,199 shares were previously distributed to the reporting person and continue to be reported in this Form 4 as directly owned. ( 3 )The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof. The Class B Common Stock has ten votes per share on all matters subject to the vote of shareholders.

Remarks: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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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