UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OVERSTOCK.COM, INC. |
(Name of Issuer) |
Common Shares |
(Title of Class of Securities) |
690370101 |
(CUSIP Number) |
December 31, 2015 |
(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) | |
☑ | Rule 13d-1(c) | |
☐ | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a 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. |
The information required on 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 (“Act”) 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. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
Dorothy M. Byrne 2014 GRAT No. 3 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
330,371 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
330,371 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
330,371 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.3% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
DMB Article III Trust 1 u/a/d May 9, 2012 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
469,117 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
469,117 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
469,117 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.9% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
DMB Article III Trust 2 u/a/d May 9, 2012 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
469,117 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
469,117 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
469,117 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.9% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
DMB Article III Trust 3 u/a/d May 9, 2012 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
352,675 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
352,675 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
352,675 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.4% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
The Dorothy M. Byrne Revocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
425,820 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
425,820 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
425,820 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.7% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
Haverford Florida, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
116,442 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
116,442 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
116,442 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.5% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
OO (Limited Liability Company) | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
Robert Snyder | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
2,163,542 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,163,542 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,163,542 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.6% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
IN | |||||
CUSIP No. | 690370101 | 13G |
1 | NAMES OF REPORTING PERSONS | ||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
Daniel Mosley | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||||
(a) ☑ | |||||
(b)☐ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | |||
0 | |||||
6 | SHARED VOTING POWER | ||||
2,047,100 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
2,047,100 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,047,100 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||||
Not Applicable | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.1% | |||||
12 | TYPE OF REPORTING PERSON (See Instructions) | ||||
IN | |||||
Item 1.
(a) Name of Issuer: |
Overstock.com, Inc. |
(b) Address of Issuer’s Principal Executive Offices: |
6350 South 3000 East Salt Lake City, Utah 84121 |
Item 2.
(a) Name of Persons Filing: |
Dorothy M. Byrne 2014 GRAT No. 3 | ||
DMB Article III Trust 1 u/a/d May 9, 2012 | ||
DMB Article III Trust 2 u/a/d May 9, 2012 | ||
DMB Article III Trust 3 u/a/d May 9, 2012 | ||
The Dorothy M. Byrne Revocable Trust | ||
Haverford Florida, LLC | ||
Robert Snyder | ||
Daniel Mosley |
(b) Address of Principal Business Office or, if none, Residence for each of the reporting persons: |
Dorothy M. Byrne 2014 GRAT No. 3 16 King Road P.O. Box 85 Etna, NH 03750 | ||
DMB Article III Trust 1 u/a/d May 9, 2012 16 King Road P.O. Box 85 Etna, NH 03750 | ||
DMB Article III Trust 2 u/a/d May 9, 2012 16 King Road P.O. Box 85 Etna, NH 03750 | ||
DMB Article III Trust 3 u/a/d May 9, 2012 16 King Road P.O. Box 85 Etna, NH 03750 | ||
The Dorothy M. Byrne Revocable Trust 16 King Road P.O. Box 85 Etna, NH 03750 | ||
Haverford Florida, LLC 433 Plaza Real Suite 275 Boca Raton, FL 33432 | ||
Robert Snyder 16 King Road P.O. Box 85 Etna, NH 03750 |
Daniel Mosley Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 |
(c) Citizenship: |
Dorothy M. Byrne 2014 GRAT No. 3 - New York | ||
DMB Article III Trust 1 u/a/d May 9, 2012 - New York | ||
DMB Article III Trust 2 u/a/d May 9, 2012 - New York | ||
DMB Article III Trust 3 u/a/d May 9, 2012 - New York | ||
The Dorothy M. Byrne Revocable Trust - New York | ||
Haverford Florida, LLC - Florida | ||
Robert Snyder - United States | ||
Daniel Mosley - United States |
(d) Title of Class of Securities: |
Common Shares |
(e) CUSIP Number: |
690370101 |
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: |
Not Applicable | |
Item 4. | Ownership: |
(a). | Amount beneficially owned: | |
See Schedule A hereto. | ||
(b). | Percent of Class: | |
See Schedule A hereto. | ||
(c). | Number of shares as to which such person has: |
(i). | Sole power to vote or to direct the vote: |
See Schedule A hereto. |
(ii). | Shared power to vote or to direct the vote: |
See Schedule A hereto. |
(iii). | Sole power to dispose or to direct the disposition of: |
See Schedule A hereto. |
(iv). | Shared power to dispose or to direct the disposition of: |
See Schedule A hereto. |
Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
See Schedule A hereto. | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable | |
Item 8. | Identification and Classification of Members of the Group: |
See Exhibit 1 hereto. | |
Item 9. | Notice of Dissolution of Group: |
Not Applicable | |
Item 10. | Certification: |
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 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, other than activities solely in connection with a nomination under § 240.14a-11. |
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: January 25, 2016
Dorothy M. Byrne 2014 GRAT No. 3 | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Co-trustee | |||
By: | /s/ Daniel Mosley | ||
Name: Daniel Mosley | |||
Title: Co-trustee |
DMB Article III Trust 1 u/a/d May 9, 2012 | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Co-trustee | |||
By: | /s/ Daniel Mosley | ||
Name: Daniel Mosley | |||
Title: Co-trustee |
DMB Article III Trust 2 u/a/d May 9, 2012 | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Co-trustee | |||
By: | /s/ Daniel Mosley | ||
Name: Daniel Mosley | |||
Title: Co-trustee |
DMB Article III Trust 3 u/a/d May 9, 2012 | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Co-trustee | |||
By: | /s/ Daniel Mosley | ||
Name: Daniel Mosley | |||
Title: Co-trustee |
The Dorothy M. Byrne Revocable Trust | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Co-trustee | |||
By: | /s/ Daniel Mosley | ||
Name: Daniel Mosley | |||
Title: Co-trustee |
Haverford Florida, LLC | |||
By: | /s/ Robert Snyder | ||
Name: Robert Snyder | |||
Title: Managing Member |
/s/ Robert Snyder | |||
Robert Snyder | |||
/s/ Daniel Mosley | |||
Daniel Mosley |
Schedule A
BENEFICIAL OWNERSHIP AND VOTING OF COMMON SHARES
The percentages of class represented shown in the foregoing Schedule 13G/A as beneficially owned by Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012, The Dorothy M. Byrne Revocable Trust, Haverford Florida, LLC, Robert Snyder and Daniel Mosley were calculated using 25,234,316 common shares of the Company outstanding on November 2, 2015 as reported by the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.
The 330,371 common shares of Overstock.com, Inc. (the “Company”) shown in the foregoing Schedule 13G/A as beneficially owned by the Dorothy M. Byrne 2014 GRAT No. 3 represent (a) 0 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has sole dispositive and voting power, and (b) 330,371 shares as to which the Dorothy M. Byrne 2014 GRAT No. 3 has shared dispositive and voting power.
The 469,117 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 1 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 1 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 469,117 shares as to which the DMB Article III Trust 1 u/a/d May 9, 2012 has shared dispositive and voting power.
The 469,117 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 2 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 2 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 469,117 shares as to which the DMB Article III Trust 2 u/a/d May 9, 2012 has shared dispositive and voting power.
The 352,675 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by the DMB Article III Trust 3 u/a/d May 9, 2012 represent (a) 0 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has sole dispositive and voting power, and (b) 352,675 shares as to which the DMB Article III Trust 3 u/a/d May 9, 2012 has shared dispositive and voting power.
The 425,820 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by The Dorothy M. Byrne Revocable Trust represent (a) 0 shares as to which The Dorothy M. Byrne Revocable Trust has sole dispositive and voting power, and (b) 425,820 shares as to which The Dorothy M. Byrne Revocable Trust has shared dispositive and voting power.
The 116,442 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Haverford Florida, LLC represent (a) 0 shares as to which Haverford Florida, LLC has sole dispositive and voting power, and (b) 116,442 shares as to which Haverford Florida, LLC has shared dispositive and voting power.
The 2,163,542 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Robert Snyder represent (a) 0 shares as to which Robert Snyder has sole dispositive and voting power, and (b) 2,163,542 shares as to which Robert Snyder has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012 and The Dorothy M. Byrne Revocable Trust and the Managing Member of Haverford Florida, LLC. Mr. Snyder has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.
The 2,047,100 common shares of the Company shown in the foregoing Schedule 13G/A as beneficially owned by Daniel Mosley represent (a) 0 shares as to which Daniel Mosley has sole dispositive and voting power, and (b) 2,163,542 shares as to which Daniel Mosley has shared dispositive and voting power solely in his capacity as co-trustee of Dorothy M. Byrne 2014 GRAT No. 3, DMB Article III Trust 1 u/a/d May 9, 2012, DMB Article III Trust 2 u/a/d May 9, 2012, DMB Article III Trust 3 u/a/d May 9, 2012 and The Dorothy M. Byrne Revocable Trust. Mr. Mosley has no pecuniary interest in any of the shares reported in the filing and disclaims any and all beneficial ownership of the shares held by any and all of the trusts.