Amended Statement of Ownership (sc 13g/a)
October 05 2018 - 4:50PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2)*
1-800-FLOWERS.COM
INC-CL A
(Name of Issuer)
Common
Stock, Par Value of $.01 Per Share
68243Q106
(CUSIP Number)
December
31, 2017
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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*
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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.
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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 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
).
CUSIP NO.
68243Q106
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13G
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Aristotle Capital Boston, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Massachusetts
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
1,386,111
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6
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SHARED
VOTING POWER
None
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7
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SOLE
DISPOSITIVE POWER
1,850,071
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8
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SHARED
DISPOSITIVE POWER
None
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,850,071
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.13%
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12
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TYPE
OF REPORTING PERSON
IA
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CUSIP NO.
68243Q106
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13G
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Page 3 of 5 Pages
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Item 1.
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(a)
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Name of Issuer:
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1-800-FLOWERS.COM INC-CL A
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(b)
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Address of Issuer’s Principal Executive Offices:
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One Old Country Road, Suite 500
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Carle Place, New York 11514
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Item 2.
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(a)
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Name of Person Filing:
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Aristotle Capital Boston, LLC
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(b)
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Address of Principal Business Office or, if None, Residence:
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125 Summer Street, Suite 1220
Boston, Massachusetts 02110
State of Massachusetts
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(d)
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Title of Class of Securities:
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Common Stock, Par Value of $.01 Per Share
68243Q106
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a:
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(a)
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[ ] Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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[ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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[ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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[ ] Investment company registered under Section 8 of the Investment Company Act.
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(e)
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[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment
Company Act;
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(j)
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[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP NO.
68243Q106
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13G
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Page 4 of 5 Pages
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(a)
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Amount beneficially owned:
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1,850,071
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(b)
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Percent of class:
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5.13%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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1,386,111
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(ii)
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Shared power to vote or to direct the vote:
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None
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(iii)
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Sole power to dispose or to direct the disposition of:
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1,850,071
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(iv)
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Shared power to dispose or to direct the disposition of:
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None
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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 [ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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All of the shares of Common Stock
set forth in Item 4 are owned by various investment advisory clients of Aristotle Capital Boston, LLC, which is deemed to be
a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power
to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other
than Aristotle Capital Boston, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of the shares. No individual client holds more than five percent of the class.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
CUSIP NO.
68243Q106
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13G
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Page 5 of 5 Pages
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By signing below I certify
that, to the best of my 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.
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Aristotle Capital Boston, LLC
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By:
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/s/ Michelle M. Gosom
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Name:
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Michelle M. Gosom
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Title:
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Chief Compliance Officer
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Date:
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October 5, 2018
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