| OMB APROVAL | |
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Number:3235-0101 |
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Washington,
D.C. 20549
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Expires:December 31, 2009 |
| Estimated average burden | |
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FORM
144
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hours per response............. 2.00 |
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NOTICE
OF PROPOSED SALE OF SECURITIES
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SEC USE ONLY |
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PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OF
1933
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DOCUMENT
SEQUENCE NO.
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| CUSIP NUMBER | |
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Work
Location
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1
(a)NAME OF
ISSUER(Please type or print)
1-800-Flowers.com
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(b) IRS
IDENT.
NO.
11-3117311
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(c) S.E.C.
FILE
NO.
0-26841
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1
(d)ADDRESS
OF
ISSUER
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STREET
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CITY
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STATE
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ZIP
CODE
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(e)TELEPHONE
NO.
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One
Old Country Rd
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Suite
500
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Carle
Place
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NY
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11514
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AREA
CODE
516
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NUMBER
237-6000
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2(a) NAME
OF PERSON FOR
WHOSE ACCOUNT THE SECURITIES
ARE
TO BE SOLD
William
E.
Shea
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(b) IRS
IDENT.
NO.
110-48-7896
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(c)
RELATIONSHIP
TO
ISSUER
Officer
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(d) ADDRESS
STREET
One
Old Country Rd., Suite 500
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CITY
Carle
Place
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STATE
NY
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ZIP
CODE
11514
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3 (a)
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(b)
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SEC
USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title
of the
Class
of
Securities
To
Be Sold
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Name
and Address of Each Broker Through Whom
the
Securities are to be Offered or Each Market
Maker
who is Acquiring the Securities
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Broker-Dealer
File
Number
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Number
of Shares
or
Other Units
To
Be Sold
(See
instr. 3(c))
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Aggregate
Market
Value
(See
Instr.3(d))
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Number
of Shares
or
Other Units
Outstanding
(See
instr. 3(e))
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Approximate
Date
of Sale
(See
instr. 3(f))
(MO.
DAY YR.)
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Name
of Each
Securities
Exchange
(See
instr. 3(g))
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Class
A
Common
Stock
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Cantor
Fitzgerald & Co.
135
E. 57th
Street.
NY,
NY 10022
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20,000
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$183,600
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62,484,861
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June
12, 2007
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NASDAQ
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1.
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(a)
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Name
of issuer
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3.
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(a)
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Title
of the class of securities to be sold
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(b)
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Issuer's
I.R.S. Identification Number
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(b)
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Name
and address of each broker through whom the securities are intended
to be
sold
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(c)
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Issuer's
S.E.C. file number, if any
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(c)
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Number
of shares or other units to be sold (if debt securities, give the
aggregate face amount)
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(d)
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Issuer's
address, including zip code
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(d)
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Aggregate
market value of the securities to be sold as of a specified date
within 10
days prior to the filing of
this notice
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(e)
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Issuer's
telephone number, including area code
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2.
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(a)
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Name
of person for whose account the securities are to be sold
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(e)
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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
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(b)
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Such
person's I.R.S. identification number, if such person is an
entity
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(f)
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Approximate
date on which the securities are to be sold
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(c)
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Such
person's relationship to the issuer (e.g., officer, director,
10%
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(g)
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Name
of each securities exchange, if any, on which the securities are
intended
to be sold
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stockholder,
or member of immediate family of any of the foregoing)
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(d)
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Such
person's address, including zip code
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Title
of
the
Class
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Date
you
Acquired
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Nature
of Acquisition Transaction
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Name
of Person from Whom Acquired
(If
gift, also give date donor acquired)
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Amount
of
Securities
Acquired
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Date
of
Payment
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Nature
of Payment
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Class
A Common
Stock
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6/12/07
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Cashless
Exercise
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1-800-Flowers.com
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20,000
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6/12/07
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Cashless
Exercise
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INSTRUCTIONS:
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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.
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Nature
and Address of Seller
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Title
of Securities Sold
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Date
of Sale
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Amount
of
Securities
Sold
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Gross
Proceeds
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INSTRUCTIONS:
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ATTENTION:
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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.
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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.
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June
12, 2007
DATE
OF NOTICE
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/s/
William E. Shea
(SIGNATURE)
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SEC
1147 (01-04)
ATTENTION: Intentional
misstatements or omission of facts constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
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