Overstock.com CEO Patrick Byrne Issues Statement on Recent Sale of Personal Shares of Overstock.com Stock
May 17 2019 - 8:30AM
Dear Owners,
An unanticipated stir has been created this week among
shareholders by my sale of approximately 900,000 shares of
“founder’s shares” of Overstock.com, Inc. (NASDAQ:OSTK), referenced
in Form 4 filings on May 15, 2019, and today on May 17, 2019.
Oddly, people of whom I have never heard are writing me demanding
answers regarding my timing, reasoning, and purpose in such
sales. Apparently, some find it unsettling and demand answers
from me about why, after 20 years of working (generally without
salary or compensation), I might sell several tens of millions of
dollars' worth of stock. Frankly, I had no idea that shareholders
would demand explanations of why and how I might want to use my
cash derived from my labor and my property to pursue my ends in
life. Not once have I ever asked a shareholder for his reasons in
any decision he made. Yet, given the consternation this has caused,
I will give answer, to preclude further recurrence of mass
vapors.
A year ago, I told shareholders that I would be making
significant sales to fund a variety of projects. Since then I have
invested $12.5 million in blockchain projects, approximately 2/3 of
that directly alongside your company’s investments (thus, I am not
only not running from eating my own cooking, I have been asking for
a double helping of it). I have donated and pledged to donate
approximately $50 million to charity, much of it involving
education and education reform, including helping realize Milton
Friedman’s vision of school choice through vouchers and educational
savings accounts (a mission which I consider the civil rights issue
of the 21st century), and two $5 million chairs at the Hoover
Institute at Stanford in honor of professors who had remarkable
influence on me: Fouad Ajami (a dear friend, may he rest in peace),
and Thomas Sowell (who 30 years ago sent me some books that changed
my life). Last Friday, I pledged another $1 million to cancer
research (assuming the PMC hits its $60 million goal this year).
And most exciting, I am working on an interesting (though as yet
unapproved) $1 million art project in Birmingham, Alabama in honor
of Dr. King. While I was taught it is gauche to make a big deal of
one’s giving (“It counts more when no one knows you did it,” says
Dorothy Byrne, Mother), such explanation has been called for by the
numerous far-more-gauche letters I have been receiving. So, there
it is.
As to the timing: since I informed the public of my plans a year
ago, there has barely been a day where my selling of stock would
have been appropriate and legal. On nearly every one of those days
I have been in possession of information that would have made such
a sale inappropriate (or at least, arguably inappropriate). Nor
could I sign a 10b5 plan, when such signature can only be made when
one is not in a position of having asymmetric information with the
marketplace. Only briefly, last fall, for about a week, did I feel
I was not in possession of material non-public information.
Recently I made a tremendous effort to disclose all possibly
relevant information in our earnings release and our shareholder
meeting (the latter of which has been overlooked), so that after
the meeting, come what may, I could conduct such sales. While I
hate to sell at this share price while the business continues to
rebound quickly, but, as you may know, for many years I did not
draw a salary in my role as CEO of Overstock, and even today it’s a
matter of public record that my annual salary is $100,000. As we
recently discussed in our Q1 2019 earnings call and shareholders
meeting that occurred the same day, the quicker-than-expected
rebound towards profitability of our top-of-class e-commerce
machine coupled with our Medici Ventures keiretsu companies
bringing world-changing products to market has me as optimistic as
ever about the future. I simply had to supplement my nominal salary
with stock sales in order to fulfill personal commitments to invest
personally in blockchain projects such as Medici Land Governance,
along with a need to meet charitable pledges such as those outlined
above.
I do not intend to ever give such an explanation again. I owe
shareholders staying within the law and not making decisions based
on inside information, not explanations of my life and projects
outside Overstock. Your humble servant, Patrick M. Byrne
About Overstock.com
Overstock.com, Inc Common Shares (NASDAQ:OSTK) / Series A
Preferred (Medici Ventures’ tZERO platform: OSTKP) / Series B
Preferred (OTCQX:OSTBP) is an online retailer and technology
company based in Salt Lake City, Utah. Its leading e-commerce
website sells a broad range of new products at low prices,
including furniture, décor, rugs, bedding, home improvement, and
more. The online shopping site, which is visited by nearly 40
million customers a month, also features a marketplace providing
customers access to millions of products from third-party sellers.
Overstock was the first major retailer to accept cryptocurrency in
2014, and in the same year founded Medici Ventures, its
wholly-owned subsidiary developing and accelerating blockchain
technologies to democratize capital, eliminate middlemen, and
re-humanize commerce. Overstock regularly posts information about
the company and other related matters on the Newsroom and Investor
Relations pages on its website, Overstock.com.
O, Overstock.com, O.com, Club O, Main Street
Revolution, and Worldstock are registered trademarks of
Overstock.com, Inc. O.biz and Space Shift are also
trademarks of Overstock.com, Inc. Other service marks, trademarks
and trade names which may be referred to herein are the
property of their respective owners.
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements include all statements other than
statements of historical fact. Additional information regarding
factors that could materially affect results and the accuracy of
the forward-looking statements contained herein may be found in the
Company's Form 10-Q for the quarter ended March 31, 2019, which was
filed with the SEC on May 9, 2019, and any subsequent filings with
the SEC.
SOURCE: Overstock.com, Inc.
Media Contact:pr@overstock.com
Investor Contact:ir@overstock.com
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