Nielsen David J. Form 4 Filed 2023-01-24

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Nielsen David J.

2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK.COM, INC [OSTK]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
PRESIDENT

(Last)

(First)

(Middle)

799 WEST COLISEUM WAY

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2023

(Street)

MIDVALE, UT 84047

(City)

(State)

(Zip)

4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2023		M		6,666	A	$0.0001	31,682⁽¹⁾	D
Common Stock	01/21/2023		F		3,068	D	$21.41	28,614	D
Common Stock								2,445.5	I	Based on 1/19/23 401k Plan balance provided by Fidelity

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

01/21/2023

6,666

⁽²⁾

Common Stock

6,666

$ 0

33,335

Restricted Stock Units

⁽³⁾

01/23/2023

62,893

⁽³⁾

Common Stock

62,893

$ 0

96,228

Explanation of Responses:

1.	Reflects the previously unreported donation of 423 shares of common stock by the reporting person. Includes (i) 560 shares acquired in connection with the conversion of the Company's outstanding shares of Series A-1 and Series B Preferred Stock into shares of common stock, which was completed on June 10, 2022, (ii) 332 shares acquired under the Company's Employee Stock Purchase Plan on February 28, 2022, and (iii) 20 shares acquired under the Company's Employee Stock Purchase Plan on August 31, 2022.
2.	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest or have vested in three equal installments at the close of business on January 21, 2023, January 21, 2024, and January 21, 2025. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules.
3.	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest in three equal installments at the close of business on January 23, 2024, January 23, 2025, and January 23, 2026. Vested shares are delivered to the reporting person promptly after the restricted stock units vest. Amount shown does not include previously granted RSUs with different vesting schedules.

	Signatures
	/s/ Allison Fletcher, Attorney-in-Fact	01/24/2023
	** Signature of Reporting Person	Date
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