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BED BATH & BEYOND, INC. Major Shareholding Notification 2010

May 13, 2010

32775_mrq_2010-05-13_b8ecb5b2-f164-4631-915b-22557f15aa19.zip

Major Shareholding Notification

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Overstock.com, Inc.*

(Name of Issuer)

*Common Stock $0.0001 Par Value*

(Title of Class of Securities)

*690370 10 1*

(CUSIP Number)

*May 6, 2010*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. — 1. Names of Reporting Persons John J. Byrne, Jr.
2. Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC Use Only
4. Citizenship or Place of
Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 100,000
6. Shared Voting Power 1,087,857
7. Sole Dispositive Power 100,000
8. Shared Dispositive Power 1,087,857
9. Aggregate Amount
Beneficially Owned by Each Reporting Person 1,187,857
10. Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
11. Percent of Class
Represented by Amount in Row (9) 5.2
12. Type of Reporting Person
(See Instructions) IN

2

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Item 1. (a) Name of Issuer Overstock.com, Inc.
(b) Address of Issuer’s
Principal Executive Offices 6350 South 3000 East, Salt Lake City 84121
Item 2.
(a) Name of Person Filing John J. Byrne and Dorothy M. Byrne (the “Reporting Persons”)
(b) Address of Principal
Business Office or, if none, Residence 3 Laramie Road, Etna, NH 03750
(c) Citizenship The Reporting Persons are citizens of the United States of America
(d) Title of Class of
Securities Common Stock, $0.0001 Par Value
(e) CUSIP Number 690370 10 1
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) o Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
(b) o Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
(c) o Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) o Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) o An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) o A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) o A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J);
(k) o Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____

3

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Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially
owned: The number of shares of
Common Stock beneficially owned by each Reporting Person is 1,187,857 shares;
provided, however, that each of the Reporting Persons hereby disclaims
beneficial ownership of the securities described herein except to the extent
of his or her pecuniary interest, if any, therein.
(b) Percent of class: 5.2
(c) Number of shares as to
which the person has:
(i) Sole power to vote or to
direct the vote 100,000
(ii) Shared power to vote or to
direct the vote 1,087,857
(iii) Sole power to dispose or
to direct the disposition of 100,000
(iv) Shared power to dispose or
to direct the disposition of 1,087,857
Item 5. Ownership of Five Percent or Less
of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Item 6. Ownership of More than Five Percent
on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification
of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.

4

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| Item 10. |
| --- |
| By signing below each Reporting Person certifies
that, to the best of his or her knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 11, 2010
Date
/s/ John J. Byrne, Jr.
Signature
John J. Byrne, Jr.
Name/Title
May 11, 2010
Date
/s/ Dorothy M. Byrne
Signature
Dorothy M. Byrne
Name/Title

| |
| --- |
| Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001). |

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