1-800-FLOWERS.COM (FLWS) Form 4 1 800 FLOWERS COM / CHRISTOPHER G MCCANN ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCANN CHRISTOPHER G

(Last) (First) (Middle)

ONE OLD COUNTRY ROAD

SUITE 500

(Street)

CARLE PLACE NY 11514

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [ FLWS ]

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 and President

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/08/2021		M		17,850	A	$2.63	436,181	D
Class A Common Stock	04/08/2021		S(1)		17,850	D	$26.77(2)	418,331	D
Class A Common Stock	04/09/2021		M		17,850	A	$2.63	436,181	D
Class A Common Stock	04/09/2021		S(1)		17,850	D	$26.12(3)	418,331	D
Class A Common Stock								164,318	I	Indirect(4)
Class A Common Stock								207,526	I	Indirect(4)
Class A Common Stock								150,000	I	Indirect(4)
Class A Common Stock								110	I	Indirect(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$2.63	04/08/2021		M			17,850	(6)	11/01/2021	Class A Common Stock	17,850	$0	518,050	D
Stock Option (Right to Buy)	$2.63	04/09/2021		M			17,850	(6)	11/01/2021	Class A Common Stock	17,850	$0	500,200	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

2. The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions ranging from $26.406 to $27.18 inclusive. The Reporting Person undertakes to provide to 1-800-Flowers.com, Inc. or the Staff of the Securities and Exchange Commission, upon request full information regarding the number of shares sold at each separate price within the range set forth above.

3. The price in Column 4 is a weighted average price. The shares were disposed of in multiple transactions ranging from $25.87 to $26.50 inclusive. The Reporting Person undertakes to provide to 1-800-Flowers.com, Inc. or the Staff of the Securities and Exchange Commission, upon request full information regarding the number of shares sold at each separate price within the range set forth above.

4. Shares held by a Grantor Retained Annuity Trust of which Reporting Person is the Trustee.

5. Shares held by Reporting Person as custodian for his son.

6. The options were granted on 11/1/2011 and vested ratably over 8 years.

	/s/ Christopher G. McCann	04/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.