Initial Statement of Beneficial Ownership (3)
May 17 2019 - 3:42PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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Hilton Ronald
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/8/2019
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3. Issuer Name
and
Ticker or Trading Symbol
OVERSTOCK.COM, INC [OSTK]
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(Last)
(First)
(Middle)
799 WEST COLISEUM WAY
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Sourcing/Operations Off. /
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(Street)
MIDVALE, UT 84047
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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4933
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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10/26/2019
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Common Stock
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2667
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$0.0001
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D
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Restricted Stock Units
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(2)
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2/2/2020
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Common Stock
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1334
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$0.0001
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D
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Restricted Stock Units
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(3)
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1/26/2021
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Common Stock
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4000
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$0.0001
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D
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Restricted Stock Units
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(4)
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2/13/2022
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Common Stock
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8000
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$0.0001
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units will vest at the close of business on October 26, 2019. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.
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(2)
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Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units will vest at the close of business on February 2, 2020. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.
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(3)
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Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units will vest in equal installments at the close of business on January 26, 2020 and January 26, 2021. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.
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(4)
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Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units will vest in equal installments at the close of business on February 13, 2020, February 13, 2021 and February 13, 2022. Vested shares will be delivered to the reporting person promptly after the restricted stock units vest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hilton Ronald
799 WEST COLISEUM WAY
MIDVALE, UT 84047
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Chief Sourcing/Operations Off.
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Signatures
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/s/ Allison Fletcher (attorney-in-fact)
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5/17/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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