BED BATH & BEYOND, INC. — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OVERSTOCK.COM, INC (OSTK)
CIK: 0001130713
Period of Report: 2012-05-03

Reporting Person: Dilworth Timothy D. (SVP, Marketing)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-03	Restricted Stock units	$	A	35000	Acquired		Common Stock (35000)	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 May 3, 2013, 25% at the close of business on May 3, 2014, and the remaining 50% at the close of business on May 3, 2015. Vested shares will be delivered to the reporting person prompltly after the Restricted Stock units vest.