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

May 7, 2012

32775_dirs_2012-05-07_709cbf8b-a11b-4513-8303-db9854ba1216.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Corbus Barclay F (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-04 Common Stock M 2000 $0.0001 Acquired 11250 Direct
2012-05-06 Common Stock M 3750 $0.0001 Acquired 15000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-03 Restricted Stock Units $ A 17500 Acquired Common Stock (17500) Direct
2012-05-04 Restricted Stock Units $ M 2000 Disposed Common stock (2000) Direct
2012-05-06 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 May 6, 2010, 25% at the close of business on May 6, 2011, and the remaining 50% at the close of business on May 6, 2012. Vested shares will be delivered to the reporting person promptly after the Restricted Stock Units vest.

F2: 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 4, 2012, 25% at the close of business on May 4, 2013, and the remaining 50% at the close of business on May 4, 2014. Vested shares will be delivered to the reporting person promptly after the Restricted Stock Units vest.

F3: 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 promptly after the Restricted Stock Units vest.