1 800 FLOWERS COM INC — Director's Dealing 2017

Jul 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1 800 FLOWERS COM INC (FLWS)
CIK: 0001084869
Period of Report: 2016-10-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-30	Class A Common Stock	F	21466	$9.55	Disposed	1347152	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	99027	Indirect
Class A Common Stock	250000	Indirect
Class A Common Stock	110	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (3875000)	3875000	Indirect
Class B Common Stock	$0		Class A Common Stock (2000000)	2000000	Indirect
Class B Common Stock	$0		Class A Common Stock (850640)	850640	Direct

Footnotes

F1: 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.

F2: Shares held by a Grantor Retained Annuity Trust of which Reporting Person is the Trustee.

F3: Shares held by Reporting Person as custodian for his son.

F4: 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.

F5: The Reporting Person is the President and a Director of the corporate general partner of the partnership .

F6: The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

F7: The Reporting Person is the general partner of the partnership.