Statement of Changes in Beneficial Ownership (4)
September 10 2018 - 5:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BYRNE PATRICK
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2. Issuer Name
and
Ticker or Trading Symbol
OVERSTOCK.COM, INC
[
OSTK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
799 W. COLISEUM WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/6/2018
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(Street)
MIDVALE, UT 84047
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/6/2018
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S
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121295
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D
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$25.4361
(2)
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5330832
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I
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High Plains Investments LLC
(1)
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Common Stock
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9/6/2018
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S
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26204
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D
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$26.6681
(3)
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5304628
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I
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High Plains Investments LLC
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Common Stock
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9/7/2018
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S
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451379
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D
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$25.8289
(4)
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4853249
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I
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High Plains Investments LLC
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Common Stock
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9/10/2018
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S
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173925
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D
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$25.9720
(5)
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4679324
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I
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High Plains Investments LLC
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Common Stock
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9/10/2018
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S
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1500
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D
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$27.0033
(6)
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4677824
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I
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High Plains Investments LLC
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Common Stock
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1050023
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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This Form 4 is filed jointly by Patrick M. Byrne and High Plains Investments LLC. Patrick M. Byrne holds 100% of the voting interest in and controls High Plains Investments LLC. The securities described herein are or were held directly by High Plains Investments LLC, which is a ten percent owner of the issuer. The address of High Plains Investments LLC is 700 Bitner Road, Park City, Utah 84098.
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(2)
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$25.4361 is the weighted average sale price for the 121,295 shares sold on September 6, 2018. There were multiple trades priced between $25.2750 and $26.1500 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. These securities are owned directly by High Plains Investments LLC, a ten percent owner of the issuer, and indirectly by Patrick M. Byrne, who holds 100% of the voting interest in and controls High Plains Investments LLC. Patrick M. Byrne is the Chief Executive Officer and a director and a ten percent owner of the issuer.
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(3)
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$26.6681 is the weighted average sale price for the 26,204 shares sold on September 6, 2018. There were multiple trades priced between $26.4250 and $27.4000 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. These securities are owned directly by High Plains Investments LLC, a ten percent owner of the issuer, and indirectly by Patrick M. Byrne, who holds 100% of the voting interest in and controls High Plains Investments LLC.
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(4)
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$25.8289 is the weighted average sale price for the 451,379 shares sold on September 7, 2018. There were multiple trades priced between $25.3001 and $26.2250 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. These securities are owned directly by High Plains Investments LLC, a ten percent owner of the issuer, and indirectly by Patrick M. Byrne, who holds 100% of the voting interest in and controls High Plains Investments LLC.
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(5)
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$25.9720 is the weighted average sale price for the 173,925 shares sold on September 10, 2018. There were multiple trades priced between $25.7000 and $26.3000 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. These securities are owned directly by High Plains Investments LLC, a ten percent owner of the issuer, and indirectly by Patrick M. Byrne, who holds 100% of the voting interest in and controls High Plains Investments LLC.
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(6)
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$27.0033 is the weighted average sale price for the 1,500 shares sold on September 10, 2018. There were multiple trades priced between $27.0000 and $27.0500 per share, inclusive. The reporting person will provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. These securities are owned directly by High Plains Investments LLC, a ten percent owner of the issuer, and indirectly by Patrick M. Byrne, who holds 100% of the voting interest in and controls High Plains Investments LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BYRNE PATRICK
799 W. COLISEUM WAY
MIDVALE, UT 84047
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X
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X
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CEO
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HIGH PLAINS INVESTMENTS LLC
750 BRYAN ROAD
SALT LAKE CITY, UT 00000
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X
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Signatures
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For High Plains Investments LLC: /s/ John Pettway
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9/10/2016
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**
Signature of Reporting Person
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Date
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For Patrick M. Byrne: /s/ Patrick M. Byrne
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9/10/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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