BED BATH & BEYOND, INC. — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OVERSTOCK.COM, INC (OSTK)
CIK: 0001130713
Period of Report: 2011-02-02

Reporting Person: Chesnut Stephen J. (SVP, Finance & Risk Mgmt.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	M	3750	$15.01	Acquired	6816	Direct
2011-02-02	Common Stock	F	1337	$15.01	Disposed	5479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Restricted Stock Units	$	M	3750	Disposed		Common Stock (3750)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on February 2, 2011, an additional 25% at the close of business on February 2, 2012, and the remaining 50% at the close of business on February 2, 2013. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.