UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

1-800-Flowers.com, Inc.

 

(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

68243Q106
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ 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 disclosures 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMD control number.

SEC 1745 (3-06)

 

 

CUSIP No.		68243Q106

CUSIP No.		68243Q106

CUSIP No.		68243Q106

Item 1(a). Name of Issuer:

1-800-Flowers.com, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

One Old Country Road
Carle Place, New York 11514

Item 2(a). Name of Person Filing:

Glenhill Advisors, LLC, Glenn J. Krevlin, and Glenhill Capital Management, LLC. Glenn J. Krevlin is the managing member and control person of Glenhill Advisors, LLC. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the general partner and investment advisor of Glenhill Capital LP, a security holder of the issuer, and sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP, a security holder of the issuer.

Item 2(b). Address of Principal Business Office or, if none, Residence:

156 West 56^th Street, 17^th Floor
New York, NY 10019

Item 2(c). Citizenship:

See the response(s) to Item 4 on the attached cover page(s).

Item 2(d). Title of Class of Securities:

Class A Common Stock

Item 2(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:

Not Applicable

Item 4. Ownership.

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

	(a)		Amount Beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
	(b)		Percent of Class: See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 27,129,491, the number of shares of Class A common stock issued and outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on February 4, 2011.
	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote:
			See the response(s) to Item 5 on the attached cover page(s).
	(ii)		Shared power to vote or to direct the vote:
			See the response(s) to Item 6 on the attached cover page(s).
	(iii)		Sole power to dispose or to direct the disposition of:
			See the response(s) to Item 7 on the attached cover page(s).
	(iv)		Shared power to dispose or to direct the disposition of:
			See the response(s) to Item 8 on the attached cover page(s).

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 5 percent of the class of securities, check the following þ.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

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. Certifications.

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 of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.