|
Name
and Address of Reporting Person(1)
|
Designated
Reporter(1)
|
Statement
for month/day/year
|
Deemed
Execution Date, if any
(Month/Day/Year)
|
Issuer
Name, Ticker
or
Trading Symbol
|
Title
of
Security
|
Amount
of Securities Beneficially Owned Following Reported
Transaction(s)
|
Ownership
Form:
Direct
(D) or
Indirect
(I)
|
Nature
of Indirect
Beneficial
Ownership
|
Disclaims
Pecuniary
Interest
|
|
J.P.
Morgan Partners (BHCA), L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
|
J.P.
Morgan Partners (SBIC), LLC
|
December
2, 2005
|
N/A
|
1-800
FLOWERS.COM, Inc. (“FLWS”)
|
Class
A Common Stock
|
See
Tables I and II
|
I
|
See
Explanatory
Note
2 below
|
No
|
|
JPMP
Master Fund Manager, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
|
J.P.
Morgan Partners (SBIC), LLC
|
December
2, 2005
|
N/A
|
1-800
FLOWERS.COM, Inc. (“FLWS”)
|
Class
A Common Stock
|
See
Tables I and II
|
I
|
See
Explanatory
Note
3 below
|
No
|
|
JPMP
Capital Corp.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
|
J.P.
Morgan Partners (SBIC), LLC
|
December
2, 2005
|
N/A
|
1-800
FLOWERS.COM, Inc. (“FLWS”)
|
Class
A Common Stock
|
See
Tables I and II
|
I
|
See
Explanatory
Note
4 below
|
No
|
|
J.P.
Morgan Partners, LLC
1221
Avenue of the Americas
40th
Floor
New
York, New York 10020
|
J.P.
Morgan Partners (SBIC), LLC
|
December
2, 2005
|
N/A
|
1-800
FLOWERS.COM, Inc. (“FLWS”)
|
Class
A Common Stock
|
See
Table II
Row
4
|
D
|
|
1)
|
The
Designated Reporter is executing this report on behalf of all Reporting
Persons, each of whom has authorized it to do so. Each of the Reporting
Persons disclaims beneficial ownership of the Issuer’s securities to the
extent it exceeds such Person’s pecuniary interest. The Reporting Persons
are members of the private equity business unit of JPMorgan Chase
&
Co., a publicly traded company.-
|
|
2)
|
The
amount shown in Table I represents the beneficial ownership of
the
Issuer’s equity securities by J.P. Morgan Partners (SBIC), LLC (“JPM
SBIC”). The Reporting Person is the sole member of JPM
SBIC.
|
|
3)
|
The
amount shown in Table I represents the beneficial ownership of
the
Issuer's equity securities by JPM SBIC, a portion of which may
be deemed
attributable to the Reporting Person because it is the sole general
partner of J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), the
sole member
of JPM SBIC. The actual pro rata portion of such beneficial ownership
that
may be deemed to be attributable to the Reporting Person is not
readily
determinable because it is subject to several variables, including
the
internal rate of return and vesting of interests within JPM
BHCA.
|
|
4)
|
The
amount shown in Table I represents the beneficial ownership of
the
Issuer’s equity securities by JPM SBIC, a portion of which may be deemed
attributable to the Reporting Person because it is the general
partner of
JPMP Master Fund Manager, L.P. (“MF Manager”), the general partner of JPM
BHCA (the parent of JPM SBIC). The actual pro rata portion of such
beneficial ownership that may be deemed to be attributable to the
Reporting Person is not readily determinable because it is subject
to
several variables, including the internal rate of return and vesting
of
interests within JPM BHCA and MF
Manager.
|