Sec Form 4 Filing - SOFTBANK CAPITAL PARTNERS LLC @ 1 800 FLOWERS COM INC - 2003-07-08

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 SOFTBANK CAPITAL PARTNERS LLC 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) , 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2003 (Street) , 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, par value $0.01 per share 07/08/2003 07/08/2003 S 400,000 ( 1 ) D $ 8.65 2,936,560 ( 2 ) I ( 3 ) Footnote ( 4 ) Class A Common Stock, par value $0.01 per share 07/08/2003 07/08/2003 S 250,000 ( 5 ) D $ 8.63 2,686,560 ( 6 ) I ( 7 ) Footnote ( 8 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOFTBANK CAPITAL PARTNERS LLC , X Signatures SOFTBANK CAPITAL PARTNERS LLC By: SOFTBANK INC., its Administrative Member By: /s/ Steven J. Murray Name: Steven J. Murray Title: Administrative Member Representative 07/10/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Class A Common Stock ("Common Stock") were owned of record by SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB Capital Partners"), SOFTBANK Capital LP, a Delaware limited partnership ("SB Capital"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership ("Advisors Fund"). Securities owned by SB Capital Partners, SB Capital and Advisors Fund may be regarded as being beneficially owned by SOFTBANK Capital Partners LLC, a Delaware limited liability company ("SB CP LLC") and by SB Capital Managers LLC, a Delaware limited liability company ("SB CM LLC"). SB Capital Partners, SB Capital and Advisors Fund disposed of 198,849, 195,431 and 5,720 shares of Common Stock, respectively. ( 2 )Following the reported transaction, SB Capital Partners, SB Capital and Advisors Fund benefically owned 1,459,832, 1,434,735 and 41,993 shares of Common Stock, respectively. SB CP LLC and SB CM LLC may be deemed to beneficially own, through SB Capital Partners, SB Capital and Advisors Fund, 2,936,560 shares of Common Stock. ( 3 )These shares of Common Stock are directly owned by SB Capital Partners, SB Capital and Advisors Fund. ( 4 )SB CP LLC is the general partner of SB Capital Partners, SB Capital and Advisors Fund; accordingly, securities owned by SB Capital Partners, SB Capital and Advisors Fund may be regarded as being beneficially owned by SB CP LLC. Pursuant to the Limited Liability Company Agreement of SB CP LLC, all investment decisions on behalf of SB CP LLC must be approved by SB CM LLC; accordingly, securities beneficially owned by SB CP LLC may be regarded as being beneficially owned by SB CM LLC. The principal business offices of SB Capital Partners, SB Capital, Advisors Fund, SB CP LLC and SB CM LLC are located at 1188 Centre Street, Newton Center, Massachusetts 02459. Each of SB Capital Partners, SB Capital, Advisors Fund, SB CP LLC and SB CM LLC disclaims beneficial ownership of securities owned by any other person or entity except to the extent of its respective pecuniary interest, if any, therein. ( 5 )These shares of Common Stock were owned of record by SB Capital Partners, SB Capital and Advisors Fund and may be regarded as being beneficially owned by SB CP LLC and by SB CM LLC. SB Capital Partners, SB Capital and Advisors Fund disposed of 124,281, 122,144 and 3,575 shares of Common Stock, respectively. ( 6 )Following the reported transaction, SB Capital Partners, SB Capital and Advisors Fund benefically owned 1,335,551, 1,312,591 and 38,418 shares of Common Stock, respectively. SB CP LLC and SB CM LLC may be deemed to beneficially own, through SB Capital Partners, SB Capital and Advisors Fund, 2,686,560 shares of Common Stock. ( 7 )See footnote 3. ( 8 )See footnote 4.

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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