Sec Form 4 Filing - MCCANN CHRISTOPHER G @ 1 800 FLOWERS COM INC - 2016-10-30

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)
10/30/2016
(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 10/30/2016 F 21,466 ( 1 ) D $ 9.55 1,347,152 D
Class A Common Stock 99,027 I Indirect ( 2 )
Class A Common Stock 250,000 I Indirect ( 2 )
Class A Common Stock 110 I Indirect ( 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
Class B Common Stock $ 0 ( 4 ) ( 4 ) Class A Common Stock 3,875,000 3,875,000 I By the 1999 McCann Family Limited Partnership ( 5 ) ( 6 )
Class B Common Stock $ 0 ( 4 ) ( 4 ) Class A Common Stock 2,000,000 2,000,000 I By the McCann Family Limited Partnership ( 6 ) ( 7 )
Class B Common Stock $ 0 ( 4 ) ( 4 ) Class A Common Stock 850,640 850,640 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 07/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Transaction is a deemed disposition that is exempt under Section 16(b) of the Exchange Act consisting of the withholding for tax purposes of shares of Common Stock by the Company upon the vesting of restricted shares of Common Stock.
( 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 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.
( 5 )The Reporting Person is the President and a Director of the corporate general partner of the partnership .
( 6 )The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 7 )The Reporting Person is the general partner of the partnership.

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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