FLWS 1 800 Flowers Com

(1)     This amount includes 1,138,622 shares of Class A Common Stock that may be acquired through the exercise of stock options and 850,640 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

-(2)     This amount includes 5,875,000 shares of Class B Common Stock.

(3)     This amount includes all amounts included in 7 above except for 250,237 shares of Class A Common Stock which are unvested.

(4)     Number includes 36,232 shares held by The McCann Charitable Foundation, Inc., of which Christopher G. McCann is a Director and the Treasurer. Christopher G. McCann disclaims beneficial ownership of 7,228,523 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(5)     Excludes 28,679,712 shares of Class A Common Stock held by other Reporting Persons and issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Person as to which Christopher G. McCann disclaims beneficial ownership. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(6)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) 250,237 shares of Class A Common Stock beneficially owned by Christopher G. McCann which are unvested, plus (c) 7,864,262 shares of Class A Common Stock issuable upon exercise of the stock options and conversion of the Class B Common Stock included in 11 above.

(1)     This amount includes 21,618,834 shares of Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     This amount includes all amounts included in 7 above except for 94,627 shares of Class A Common Stock which are unvested.

(3)     Number includes 36,232 shares held by The McCann Charitable Foundation, Inc., of which James F. McCann is a Director and the President.

(4)      Excludes 17,387,230 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Person, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which James F. McCann disclaims beneficial ownership. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(5)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) 94,627 shares of Class A Common Stock beneficially owned by James F. McCann which are unvested, plus (c) the 21,618,834 shares of Class B Common Stock included in 11 above.

(1)     Excludes 37,231,483 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the Erin McCann 2005 Trust disclaims beneficial ownership. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(2)     The percentage of beneficial ownership is based on 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020.

(1)     Excludes 37,231,483 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the James McCann 2005 Trust disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(2)     The percentage of beneficial ownership is based on 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020.

(1)     Excludes 37,231,484 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which the Matthew McCann 2005 Trust disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(2)     The percentage of beneficial ownership is based on 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020.

(1)     Excludes 38,139,593 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The James F. McCann 2012 Family Trust – Portion I disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(2)     The percentage of beneficial ownership is based on 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020.

(1)     Excludes 39,405,696 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The James F. McCann 2012 Family Trust – Portion II disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(2)     The percentage of beneficial ownership is based on 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020.

(1)     All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     Excludes 37,449,406 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The McCann Family Limited Partnership disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(3)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) the 2,000,000 shares of Class B Common Stock reported in 11 above.

(1)     All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     Excludes 35,574,406 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The 1999 McCann Family Limited Partnership disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(3)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) the 3,875,000 shares of Class B Common Stock reported in 11 above.

(1)     All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     Public Flowers, Inc. disclaims beneficial ownership of 3,875,000 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(3)     Excludes 35,574,406 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which Public Flowers, Inc. disclaims beneficial ownership. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(4)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) the 3,875,000 shares of Class B Common Stock reported in 11 above.

(1)     All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     The Marylou McCann 1999 Trust u/a/d July 6, 1999 disclaims beneficial ownership of 3,875,000 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(3)     Excludes 35,574,4068 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which The Marylou McCann 1999 Trust u/a/d July 6, 1999 disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(4)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of options on September 8, 2020, plus (b) the 3,875,000 shares of Class B Common Stock reported in 11 above.

(1)     All shares are Class B Common Stock. The Class B Common Stock has ten votes per share on all matters subject to the vote of the stockholders. The Class B Common Stock is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof.

(2)     James F. McCann, III, disclaims beneficial ownership of 3,875,000 shares of Class A Common Stock. This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(4)     Excludes 35,574,406 shares of Class A Common Stock held by other Reporting Persons, issuable upon conversion of an equal number of shares of Class B Common Stock held by other Reporting Persons, and issuable upon exercise of stock options exercisable within 60 days after the date of this filing held by other Reporting Person as to which James F. McCann, III disclaims beneficial ownership.  This report shall not be deemed an admission that such person is the beneficial owner of such securities.

(5)     The percentage of beneficial ownership is based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) the 3,875,000 shares of Class B Common Stock included in 11 above.

CONTINUATION PAGES TO SCHEDULE 13D

This Amendment No. 2 amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2017, as amended by Amendment No. 1 filed with the SEC on February 5, 2019 (the “Schedule 13D”) jointly by the individuals (in their individual capacity and/or as trustee of specified trusts and/or as a general partner or officer or director of a general partner of specified limited partnerships), trusts, limited partnerships and corporation listed in Item 2(a) of the Schedule 13D who may be deemed to beneficially own shares of Class A Common Stock of 1-800-FLOWERS.COM, Inc. (the “Issuer”), par value $.01 per share (the “Class A Common Stock”), and/or shares of Class B Common Stock of the Issuer, par value $.01 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), in each case as described herein. Each share of Class B Common Stock (i) is convertible at any time into an equal number of shares of Class A Common Stock at the option of the holder thereof and (ii) has ten votes per share on all matters subject to the vote of the stockholders.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)  The names of the Reporting Persons are: (i) Christopher G. McCann, (A) individually, (B) as trustee of each of (1) The James F. McCann 2012 Family Trust – Portion I (the “2012 Portion I Trust”) and (2) The James F. McCann 2012 Family Trust – Portion II (the “2012 Portion II Trust” and, together with the 2012 Portion I Trust , the “2012 Trusts”), (C) as sole general partner of The McCann Family Limited Partnership (the “1996 Family Partnership”), (D) as a Director and President of Public Flowers, Inc. (“Public”), which is the sole general partner of The 1999 McCann Family Limited Partnership (the “1999 Family Partnership” and, together with the 1996 Family Partnership, the “Family Partnerships”), and (E) as sole trustee of the Marylou McCann 1999 Trust u/a/d July 6, 1999 (the “Marylou McCann Trust”), which is the sole stockholder of Public; (ii) James F. McCann, individually; (iii) the Erin McCann 2005 Trust (the “Erin McCann Trust”), (iv) the James McCann 2005 Trust (the “James McCann Trust”), (v) the Matthew McCann 2005 Trust (the “Matthew McCann Trust” and collectively with the Erin McCann Trust and the James McCann Trust, the “Children’s Trusts”), (vi) the 2012 Portion I Trust, (vii) the 2012 Portion II Trust, (viii) The 1996 Family Partnership; (ix) the 1999 Family Partnership; (x) Public; (xi) the Marylou Trust; and (xii) James F. McCann, III, (A) individually, and (B) as a Director of Public. As used herein, “Group Members” shall mean Christopher G. McCann, the 2012 Trusts, the Family Partnerships, Public, the Marylou McCann Trust, the Children’s Trusts and James F. McCann, III.

(b)  The address of each Reporting Person other than the 2012 Trusts is One Old Country Road, Suite 500, Carle Place, NY 11514.The address of each of the 2012 Trusts is 500 Stanton Christiana Road, Newark, DE 19713

(c)  Christopher G. McCann is the Chief Executive Officer, President and a Director of the Issuer. The Issuer is a gourmet food and floral gift retailer. The principal business address of the Issuer is One Old Country Road, Carle Place, New York 11514. Christopher G. McCann is the Trustee of each of the 2012 Trusts, the sole General Partner of the 1996 Family Partnership, the President and a Director of Public, the sole Trustee of the Marylou McCann Trust and a Trustee of each of the Children’s Trusts.

James F. McCann is the Executive Chairman of the Board of the Issuer.

James F. McCann, III is the Director, Strategic Development of the Issuer. He is a Director of Public and a Trustee of the James McCann Trust.

The Erin McCann Trust is an irrevocable trust created under the laws of the State of New York for the benefit of Erin Moore Lenehan under an agreement dated August 29, 2005.

The James McCann Trust is an irrevocable trust created under the laws of the State of New York for the benefit of James F. McCann, III under an agreement dated August 29, 2005.

The Matthew McCann Trust is an irrevocable trust created under the laws of the State of New York for the benefit of Matthew McCann under an agreement dated August 29, 2005.

The James F. McCann 2012 Family Trust – Portion I, is an irrevocable trust created under the laws of Delaware under an agreement dated February 15, 2012.

The James F. McCann 2012 Family Trust – Portion II, is an irrevocable trust created under the laws of Delaware under an agreement dated February 15, 2012.

The McCann Family Limited Partnership is a limited partnership formed under the laws of the State of Georgia. Its principal business is investment.

The 1999 McCann Family Limited Partnership is a limited partnership formed under the laws of the State of Delaware. Its principal business is investment.

Public Flowers, Inc. is a Delaware corporation. Its principal business is to be the sole general partner of the 1999 McCann Family Limited Partnership.

The Marylou McCann 1999 Trust u/a/d July 6, 1999 is a trust created under the laws of the State of New York for the benefit of Marylou McCann and is the sole stockholder of Public Flowers, Inc.

(d)  No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  All individual Reporting Persons are citizens of the United States. Reporting Persons that are trusts, partnerships or a corporation are organized in the jurisdictions set forth in Item 2(c).

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All of the shares of Class A Common Stock beneficially owned directly by Christopher G. McCann were acquired (i) in connection with investing capital in the Issuer prior to its initial public offering, (ii) in connection with the grant of restricted share awards and options pursuant to the Issuer’s employee benefit plans, (iii) in an open market purchase as custodian for his minor son and (iv) as a gift from his brother, the Chairman of the Board of the Issuer. The source of any funds used by Christopher G. McCann for such shares was personal funds. No part of the purchase price was borrowed for the purpose of acquiring such securities. All of the shares of Common Stock that may be deemed beneficially owned by Christopher G. McCann which are owned by The McCann Charitable Foundation, Inc. (the “Foundation”), of which he is a Director and the Treasurer were acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.

Christopher G. McCann has options granted to him pursuant to the Issuer’s employee benefit plan to purchase 1,138,622 shares of Class A Common Stock, all of which are currently exercisable.

Of the shares of Class A Common Stock owned directly by Christopher G. McCann, 250,237 shares are unvested, scheduled to vest over the period from October 30, 2020 through November 5, 2022. Christopher G. McCann currently has the power to vote all of such shares of Class A Common Stock. Christopher G. McCann does not have the right to dispose of unvested shares of Class A Common Stock.

All of the shares of Class A Common Stock beneficially owned directly by James F. McCann were acquired (i) in connection with investing capital in the Issuer prior to its initial public offering and (ii) in connection with the grant of restricted share awards and options pursuant to the Issuer’s employee benefit plans. The source of any funds used by James F. McCann for such shares was personal funds. No part of the purchase price was borrowed for the purpose of acquiring such securities. All of the shares of Common Stock that may be deemed beneficially owned by James F. McCann that are owned by the Foundation, of which he is a Director and the President, were acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.

Of the shares of Class A Common Stock owned directly by James F. McCann, 94,627 shares are unvested, scheduled to vest over the period from November 6, 2020 through November 5, 2022. James F. McCann currently has the power to vote all of such shares of Class A Common Stock. James F. McCann does not have the right to dispose of unvested shares of Class A Common Stock.

The shares of Class A Common Stock held by the Children’s Trusts were transferred to the Children’s Trusts for no consideration upon termination of grantor retained annuity trusts established by James F. McCann for the benefit of himself and his children.

The shares of Class A Common Stock held by the 2012 Trusts were transferred to the 2012 Trusts for no consideration upon termination of a grantor retained annuity trust established by James F. McCann for the benefit of himself and his descendants.

All of the shares of Common Stock which are owned by the Family Partnerships were acquired as a result of a gift or contribution prior to the Issuer’s initial public offering.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The information contained in Item 6 of this Schedule 13D is incorporated by reference.

The Reporting Persons acquired their shares of Class A and Class B Common Stock and options to purchase Class A Common Stock for investment purposes, as gifts and as/or part of their compensation as an officer and director of the Issuer.

(a)     Christopher G. McCann may continue to be granted Class A Common Stock awards as part of his compensation as Chief Executive Officer and President of the Issuer and also as a member of the Issuer’s Board of Directors. James F. McCann may continue to be granted Class A Common Stock as part of his compensation as Chairman of the Board of the Issuer. James F. McCann, III may be granted Class A Common Stock as part of his compensation as an employee of the Issuer. The Reporting Persons may acquire additional securities of the Issuer or dispose of additional securities of the Issuer at any time and from time to time in the open market or otherwise.

Except for transactions in their capacity as an officer or director of the Issuer, the Reporting Persons have no other present plans or proposals which relate to or would result in:

(b)     An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)     A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)     Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)     Any material change in the present capitalization or dividend policy of the Issuer;

(f)     Any other material change in the Issuer’s business or corporate structure;

(g)     Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)     Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)     A class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)     Any action similar to any of those enumerated above.

The Reporting Persons reserve the right, based on all relevant factors and circumstances, to change their investment intent with respect to the Issuer and the shares of Class A Common Stock at any time in the future, and to change their intent with respect to any or all of the matters referred to in this Schedule 13D, including, but not limited to, any of the items enumerated in subparagraphs (a) – (j) of Item 4 of this Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) The Group Members may be deemed to beneficially own an aggregate of 17,423,462 shares of Class A Common Stock representing 39.4% of the Class A Common Stock (based on (a) 36,052,706 shares of Class A Common Stock reported outstanding by the Issuer as of September 4, 2020 plus 1,118 shares of Class A Common Stock issued upon exercise of stock options on September 8, 2020, plus (b) 250,237 shares of Class A Common Stock beneficially owned by a group member which are unvested, plus (c) 1,138,622 shares of Class A Common Stock issuable upon exercise of stock options exercisable within 60 days of the date of this filing and 6,725,640 shares of Class B Common Stock convertible into an equal number of shares of Class A Common Stock). Group Members in the aggregate may be deemed to have the current shared power to vote or direct the vote of 17,423,462 shares of Class A Common Stock and to dispose of or direct the disposition of 17,173,225 shares of Class A Common Stock because of the terms of the Stockholders’ Agreement. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.

The information in items 1 and 7 through 13 on the cover pages (pp. 2 through 15) of this Schedule 13D regarding the holdings of the Reporting Persons is hereby incorporated by reference.

(c) On August 31, 2020, James F. McCann converted 184,209 shares of Class B Common Stock into an equal number of shares of Class A Common Stock.

On September 1, 2020, James F. McCann sold 694,921 shares of Class A Common Stock, the 2012 Portion I Trust sold 3,939 shares of Class A Common Stock, the 2012 Portion II Trust sold 3939 shares of Class A Common Stock, the Erin McCann Trust sold 47,274 shares of Class A Common Stock, the James McCann Trust sold 47,274 shares of Class A Common Stock and the Matthew McCann Trust sold 47,274 shares of Class A Common Stock, all at a purchase price of $28.65 per share in a private transaction in accordance with Rule 144 under the Securities Act of 1933, as amended.

On September 4, 2020, Christopher G. McCann exercised stock options to purchase 65,260 shares of Class A Common Stock at an exercise price of $1.79 per share. On September 4, 2020, Christopher G. McCann sold 64,617 of such shares in the open market at a weighted average price of $26.261859.  Such shares were sold in multiple transactions ranging from $26.00 to $26.73, inclusive.  On September 4, 2020, Christopher G. McCann sold 643 shares of Class A Common Stock in the open market at a purchase price of $28.00.

On September 8, 2020, Christopher G. McCann exercised stock options to purchase 1,118 shares of Class A Common Stock at an exercise price of $1.79 per share. On September 8, 2020, Christopher G. McCann sold 1,118 Class A shares in the open market at a purchase price of $26.41.

On September 8, 2020, Christopher G. McCann transferred 135,153 shares of Class A Common Stock from a grantor retained annuity trust, of which he was sole trustee, in connection with the termination of the grantor retained annuity trust, to trusts for the benefit of Christopher G. McCann’s children, of which James F. McCann is the sole trustee.

(d)     Not applicable.

(e)     Not applicable.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference.

THE STOCKHOLDERS’ AGREEMENT

Each of the Group Members, other than Public and the Marylou McCann Trust, and Marylou McCann, Erin McCann Lenehan and Matthew McCann executed the McCann Family Stockholders Agreement dated as of July 18, 2017 (the “Stockholders’ Agreement”), as amended effective as of May 1, 2019, which Stockholders’ Agreement and Amendment thereto are filed as Exhibits 3 and 6 to this Schedule 13D. The purpose of the Stockholders’ Agreement is to consolidate and unify the voting, management and control power represented by the shares of Common Stock owned by the Children’s Trusts, the 2012 Trusts, and the Family Partnerships (collectively with each person that acquires Common Stock and becomes a party to the Stockholders’ Agreement, the “Stockholders”) to ensure the continued control of the Issuer by the family of James F. McCann, the founder of the Issuer.

Voting. Under the Stockholders Agreement, the Stockholders have agreed to vote as a group with respect to any matter on which any of the shares of Common Stock held by them are entitled to vote. In the case of the 1996 Family Partnership, such agreement applies only to that percentage of the shares owned by the partnership that represents ownership interests other than the limited partnership interest of Christopher G. McCann.

Decisions on how the Stockholders will vote with respect to their shares of Common Stock will be made in accordance with the determination of the McCann Family Committee. The McCann Family Committee consists of Marylou McCann, who is the spouse of James F. McCann, Christopher G. McCann and the three children of James F. McCann and Marylou McCann, Erin Moore Lenehan, James F. McCann, III, and Matthew E. McCann (collectively, the “Sibling Members”). The McCann Family Committee generally acts by vote of a majority of the members, except in respect of a Change in Control. Voting of shares of Common Stock is to be done by a proxy. Christopher G. McCann is designated in the Stockholders’ Agreement as the initial proxy.

Change in Control. The prior approval of at least 75% of the members of the McCann Family Committee is required for any transfer, assignment, pledge, encumbrance, conversion or other disposition, including, in the case of any individual Stockholder, in connection with the death of such Stockholder (a “Transfer”) that will result in a Change in Control. “Change in Control” is defined as any transfer or other transaction that results in the McCann Family Group, collectively, ceasing to possess, directly or indirectly, at least 66.67% of the total voting power of the aggregate number of outstanding shares of Common Stock (including unvested restricted stock). The “McCann Family Group” is defined, collectively, as James F. McCann, Christopher G. McCann, any spouse or descendant of either of them and any trust established by any of the foregoing, the McCann Family Limited Partnership and the 1999 McCann Family Limited Partnership.

Right of First Refusal. Subject to the other transfer provisions, if a Stockholder proposes to sell any shares of Common Stock to a person other than a Permitted Transferee, the other Stockholders will have a right of first refusal to buy such shares at a price equal to fair market value or, if lower, at the price stated in the sale notice. If the other Stockholders do not elect to purchase all such shares, the members of the McCann Family Committee shall have the right to purchase the remaining shares. A “Permitted Transferee” is defined as any Stockholder; any child or further descendant of, or sibling or spouse of, James F. McCann, or any descendant of any of the foregoing, provided such individual has agreed to become a party to the Stockholders’ Agreement with respect to any shares of Common Stock he or she may acquire; or any trust for the benefit of one or more Permitted Transferees provided the trustee(s) of such trust have agreed to become party to the Stockholders’ Agreement with respect to any shares of the Common Stock the trust may acquire.

Transfers for No Consideration. The prior approval by a majority of the McCann Family Committee members is required for any gift or bequest by any Stockholder of shares of Class A Common Stock to anyone other than a Permitted Transferee and of shares of Class B Common Stock to anyone other than an Affiliate. “Affiliate” with respect to any Stockholder is defined as an Affiliate of the Original Shareholder who or which initially held the shares being transferred with the meaning of Article IV.C.4(c)(i) of the Third Amended and Restated Certificate of Incorporation of the Issuer, as such provision may be amended from time to time).

The Stockholders’ Agreement also contains certain agreements among the parties related to the pledge of shares of Common Stock and other matters.

The foregoing summary of the Stockholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders’ Agreement, which is incorporated herein by reference.

EMPLOYMENT AGREEMENTS

Each of Christopher G. McCann and James F. McCann and the Issuer are parties to Employment Agreements, made October 4, 2016 and effective as of July 4, 2016 (the “Employment Agreements”). Pursuant to the Employment Agreements, Christopher G. McCann and James F. McCann are each eligible to participate in the Issuer’s long term incentive and share award plan or such other successor plan as the Issuer may make available to its executive employees. All awards will be granted in the form of restricted shares of the Issuer’s Class A Common Stock or substantially similar restricted share units that are contingent on meeting performance goals established by the Compensation Committee of the Issuer’s Board of Directors.

Item 7 of the Schedule 13D is hereby amended to add the following exhibit:

6. Amendment to McCann Family Stockholders’ Agreement effective May 1, 2019.

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.

Date: September 21, 2020

Christopher G. McCann

 /s/ Christopher G. McCann

James F. McCann

/s/ James F. McCann
      

ERIN McCANN 2005 TRUST      

By: /s/ Christopher G. McCann           
Name:  Christopher G. McCann
Title:  Trustee

JAMES McCANN 2005 TRUST

By: /s/ Christopher G. McCann           
Name:  Christopher G. McCann
Title:  Trustee

MATTHEW McCANN 2005 TRUST

By: /s/ Christopher G. McCann           
Name:  Christopher G. McCann
Title:  Trustee

THE JAMES F. McCANN 2012 FAMILY

TRUST – PORTION I

By: /s/ Christopher G. McCann
Name: Christopher G. McCann,      Title: Trustee

THE JAMES F. McCANN 2012 FAMILY

TRUST – PORTION II

By: /s/ Christopher G. McCann
Name: Christopher G. McCann,      Title: Trustee

THE McCANN FAMILY LIMITED
PARTNERSHIP

By: /s/ Christopher G. McCann

Christopher G. McCann,
General Partner

THE 1999 McCANN FAMILY LIMITED

PARTNERSHIP

By: Public Flowers, Inc.,
its General Partner

By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: President

PUBLIC FLOWERS, INC.

By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: President

THE marylou mccann 1999 trust

U/A/D July 6, 1999

By: /s/ Christopher G. McCann
Name: Christopher G. McCann
Title: Trustee

James F. McCann, III

By: /s/ Christopher G. McCann                     
      Christopher G. McCann, attorney-in-fact