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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.   )*
 
1-800-FLOWERS.COM, Inc.
______________________________________________________________________________________
(Name of Issuer)

Class A Common Stock
______________________________________________________________________________________
(Title of Class Securities)

68243Q106
___________________________________
(CUSIP Number)

December 31, 2012
______________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting 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 disclosure provided in a prior cover page.
 

The information required in 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. 68243Q106
 
 
1
NAME OF REPORTING PERSONS.
 
McClain Value Management LLC
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
 
06-1624891 
 
 
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
 
Connecticut
 
 
 
 
 
 
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
 
 
 
5
 
Sole Voting Power
 
848,303
 
6
 
Shared Voting Power
 
0
 
7
 
Sole Dispositive Power
 
1,453,885
 
8
 
Shared Dispositive Power
 
0
 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,453,885
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
 
11
 
Percent of Class Represented by Amount in Row (9)
 
5.19%
 
12
 
Type of Reporting Person (See Instructions)
 
IA
 
 
 
Page 2 of 8 Pages
 
 
 CUSIP No. 68243Q106
 
 
1
NAME OF REPORTING PERSONS.
 
Phillip C. McClain
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
  
 
 
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
 
Connecticut
 
 
 
 
 
 
NUMBER OF SHARES
 BENEFICIALLY OWNED
 BY EACH REPORTING
 PERSON WITH
 
 
 
5
 
Sole Voting Power
 
848,303
 
6
 
Shared Voting Power
 
0
 
7
 
Sole Dispositive Power
 
1,453,885
 
8
 
Shared Dispositive Power
 
0
 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,453,885
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
 
11
 
Percent of Class Represented by Amount in Row (9)
 
5.19%
 
12
 
Type of Reporting Person (See Instructions)
 
HC


 
Page 3 of 8 Pages
 
 
 CUSIP No. 68243Q106
 
 
1
NAME OF REPORTING PERSONS.
 
Joseph W. Donaldson
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
  
 
 
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
 
Connecticut
 
 
 
 
 
 
NUMBER OF SHARES
 BENEFICIALLY OWNED
 BY EACH REPORTING
 PERSON WITH
 
 
 
5
 
Sole Voting Power
 
848,303
 
6
 
Shared Voting Power
 
0
 
7
 
Sole Dispositive Power
 
1,453,885
 
8
 
Shared Dispositive Power
 
0
 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,453,885
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
 
11
 
Percent of Class Represented by Amount in Row (9)
 
5.19%
 
12
 
Type of Reporting Person (See Instructions)
 
HC


 
Page 4 of 8 Pages
 

CUSIP No. 68243Q106

 Item 1.
 
(a)
Name of Issuer
  
       
 
1-800-Flowers.com, Inc.
  
     
 
(b)
Address of Issuer’s Principal Executive Offices
     
 
One Old Country Road, Carle Place, NY 11514
  
Item 2.
 
 
(a)
Name of Person Filing
  
       
 
This Schedule is being filed by each of:
 
McClain Value Management LLC
Phillip C. McClain
Joseph W. Donaldson
 
McClain Value Management LLC is a registered investment advisor and Messrs. McClain and Donaldson are its sole members.  Mr. McClain is the managing member.
 
  
 
(b)
Address of Principal Business office or, if None, Residence
     
 
175 Elm Street, New Canaan, CT 06840
  
     
 
(c)
Citizenship
  
       
 
Connecticut
  
     
 
(d)
Title of Class Securities
  
       
 
Class A Common Stock
  
     
 
(e)
CUSIP Number
  
       
 
68243Q106
  

Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person
filing is a:

 
(a)
[
]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
 
 
(b)
[
]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
 
(c)
[
]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
Page 5 of 8 Pages
 
 
 
 
(d)
[
]
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
 
(e)
[ x
]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
 
 
(f)
[
]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
 
 
(g)
[
]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
 
 
(h)
[
]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
[
]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940  (15 U.S.C. 80a-3).
 
 
(j)
[
]
Group in accordance with § 240.13d-1(b)(ii)(J).
 
Item 4.
Ownership
    
 
 
(a)
Amount beneficially owned: 1,453,885
     
 
(b)
Percent of class: 5.19%
     
 
(c)
Number of shares to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 848,303
     
 
(ii)
Shared power to direct the vote: 0
     
 
(iii)
Sole power to dispose or to direct the disposition of: 1,458,885
     
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
Item 5.
Ownership of Five Percent or Less of a Class.
     
   
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following o

Item 6.
 Ownership of More than Five Percent on Behalf of Another Person.
     
     Not applicable.
 
 
 
Page 6 of 8 Pages
 
 

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.
     
    Not applicable.

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 or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
[Signature Page Follows]
 
 
 
 
Page 7 of 8 Pages
 

SIGNATURE
 
Date:  February 12, 2013
 
 
  McCLAIN VALUE MANAGEMENT LLC
   
 
By: /s/ Phillip C. McClain
 
Name: Phillip C. McClain
 
Its: Managing Partner
  
 
 
/s/ Phillip C. McClain
 
Phillip C. McClain
   
 
/s/ Joseph W. Donaldson
    Joseph W. Donaldson
 
 
 
 
 
Page 8 of 8 Pages