wshea144_061207.htm
 
 

 
OMB APROVAL 
SECURITIES AND EXCHANGE COMMISSION
OMB Number:3235-0101 
Washington, D.C. 20549
Expires:December 31, 2009 
  Estimated average burden 
FORM 144
hours per response............. 2.00 
   
NOTICE OF PROPOSED SALE OF SECURITIES 
 SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 
 
 
DOCUMENT SEQUENCE NO. 
   
  CUSIP NUMBER
   
 
Work Location
 
 
 
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
1 (a)NAME OF ISSUER(Please type or print)
1-800-Flowers.com
|
(b) IRS IDENT. NO.
11-3117311
(c) S.E.C. FILE NO.
           0-26841
       
1 (d)ADDRESS OF ISSUER
STREET
CITY
STATE
ZIP CODE
(e)TELEPHONE NO.
One Old Country Rd
Suite 500
Carle Place
NY
11514
AREA CODE
516
NUMBER
 
237-6000
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES
ARE TO BE SOLD
William E. Shea
(b) IRS IDENT. NO.
 
110-48-7896
(c) RELATIONSHIP TO
ISSUER
Officer
(d) ADDRESS STREET
 
One Old Country Rd., Suite 500
CITY
 
Carle Place
STATE
 
NY
ZIP CODE
 
11514

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities
To Be Sold
 
Name and Address of Each Broker Through Whom
the Securities are to be Offered or Each Market
Maker who is Acquiring the Securities
 
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See Instr.3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
Class A
Common Stock
Cantor Fitzgerald & Co.
135 E. 57th Street.
NY, NY  10022
 
20,000
$183,600
62,484,861
June 12, 2007
NASDAQ


INSTRUCTIONS:
1.
(a)
Name of issuer
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer's I.R.S. Identification Number
 
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer's S.E.C. file number, if any
 
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer's address, including zip code
 
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
 
(e)
Issuer's telephone number, including area code
   
 
           
2.
(a)
Name of person for whose account the securities are to be sold
 
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
 
(b)
Such person's I.R.S. identification number, if such person is an entity
 
(f)
Approximate date on which the securities are to be sold
 
(c)
Such person's relationship to the issuer (e.g., officer, director, 10%
 
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
   
stockholder, or member of immediate family of any of the foregoing)
     
 
(d)
Such person's address, including zip code
     
 

SEC 1147 (01-07)
Potential persons who are to 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.



TABLE I — SECURITIES TO BE SOLD
Furnish  the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of
the Class
Date you
Acquired
 
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
 
Nature of Payment
Class A Common
Stock
6/12/07
Cashless Exercise
1-800-Flowers.com
20,000
6/12/07
Cashless Exercise

INSTRUCTIONS:
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
 
 
Nature and Address of Seller
 
Title of Securities Sold
 
Date of Sale
Amount of
Securities Sold
 
Gross Proceeds
         

REMARKS:
 
INSTRUCTIONS:
 
ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.
June 12, 2007
DATE OF NOTICE
 
/s/ William E. Shea
(SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
 
SEC 1147 (01-04)
ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)