BED BATH & BEYOND, INC. — Director's Dealing 2013

Jan 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OVERSTOCK.COM, INC (OSTK)
CIK: 0001130713
Period of Report: 2013-01-22

Reporting Person: BYRNE PATRICK MICHAEL (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-22	Common Stock	M	3750	$0.0001	Acquired	1020387	Direct
2013-01-23	Common Stock	M	11250	$0.0001	Acquired	1031637	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-22	Restricted Stock Units	$	M	3750	Disposed		Common Stock (3750)	Direct
2013-01-23	Restricted Stock Units	$	M	11250	Disposed		Common Stock (11250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5452127	Indirect

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 January 22, 2012, an additional 25% at the close of business on January 22, 2013, and the remaining 50% at the close of business on January 22, 2014. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. amount shown does not include previously granted RSUs with different vesting schedules.

F2: Mr. Byrne holds 100% of the voting interest in and controls High Plains Investments LLC. Mr. Byrne disclaims beneficial ownership of the shares held by High Plains Investments except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of section 16 or for any other purpose.

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 January 23, 2013, an additional 25% at the close of business on January 23, 2014, and the remaining 50% at the close of business on January 23, 2015. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest. amount shown does not include previously granted RSUs with different vesting schedules.