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1 800 FLOWERS COM INC Director's Dealing 2016

Mar 31, 2016

33288_dirs_2016-03-31_8786bc9f-9e21-4bf4-a420-c1b71fcc3cc9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1 800 FLOWERS COM INC (FLWS)
CIK: 0001084869
Period of Report: 2016-03-29

Reporting Person: MCCANN CHRISTOPHER G (Director, President, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-29 Class A Common Stock M 303383 $3.11 Acquired 1645997 Direct
2016-03-29 Class A Common Stock S 303383 $7.09 Disposed 1342614 Direct
2016-03-30 Class A Common Stock M 69046 $3.11 Acquired 1411660 Direct
2016-03-30 Class A Common Stock S 69046 $7.42 Disposed 1342614 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-03-29 Stock Option (Right to Buy) $3.11 M 303383 Disposed 2016-05-05 Common Stock (303383) Direct
2016-03-30 Stock Option (Right to Buy) $3.11 M 69046 Disposed 2016-05-05 Common Stock (69046) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 282299 Indirect
Class A Common Stock 284000 Indirect
Class A Common Stock 110 Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $6.75 to $7.38, 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.

F2: The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions at prices ranging from $7.14 to $7.56, 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.

F3: Shares held by a Grantor Annuity Trust of which Reporting Person is the Trustee.

F4: Shares held by Reporting Person as custodian for his son.

F5: Stock options were granted on May 5, 2009 and vested ratably over 3 years.