McCann Marylou Form 3 1 800 FLOWERS COM / Marylou McCann ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCann Marylou

(Last) (First) (Middle)

ONE OLD COUNTRY ROAD

SUITE 500

(Street)

CARLE PLACE NY 11514

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2017

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	480	D
Class A Common Stock	587,647	I	By husband
Class A Common Stock	2,265,197	I	By James McCann 2005 Trust
Class A Common Stock	2,265,197	I	By Erin McCann 2005 Trust
Class A Common Stock	2,265,196	I	By Matthew McCann 2005 Trust
Class A Common Stock	492,368	I	By The James F. McCann 2012 Family Trust - Portion I
Class A Common Stock	869,033	I	By The James F. McCann 2012 Family Trust - Portion II

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	21,803,043	0	I	By husband
Class B Common Stock	(1)	(1)	Class Common Stock	3,875,000	0	I	By The 1999 McCann Family Limited Partnership
Class B Common Stock	(1)	(1)	Class A Common Stock	1,608,030	0	I	By The McCann Family Limited Partnership

Explanation of Responses:

1. 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. The Class B Common Stock has ten votes per share on all matters subject to the vote of shareholders.

Remarks:

The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

	/s/ Marylou McCann	07/18/2017
	** 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 5 (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).
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