BED BATH & BEYOND, INC. — Director's Dealing 2016

May 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OVERSTOCK.COM, INC (OSTK)
CIK: 0001130713
Period of Report: 2016-05-10

Reporting Person: EDWARDS MITCH (Acting CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Restricted Stock Units	$	A	29586	Acquired		Common Stock (29586)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The RSUs vest at the close of business on March 1, 2017, provided Mr. Edwards remains employed by the Company until such date, but subject to the acceleration provisions described below. The RSUs shall accelerate and vest immediately upon the first of any of the following to occur:(1)a change in control of the Company,(2)the Company's termination of Mr. Edwards' employment without cause, or (3)a decrease in Mr. Edwards' responsibilities from those of Acting Chief Executive Officer, provided that if any such decrease in responsibilities occurs during 2016, the acceleration of vesting shall not occur immediately but instead shall occur on January 1, 2017, subject, however, to Mr. Edwards remaining employed by the Company until such date. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.