Overstock.com 2011 Annual Report Download - page 44

Table of Contents
On August 31, 2009, we entered into a Tolling and Standstill Agreement (the "Tolling Agreement") with the Overstock.com, Inc. Employee Benefits
Committee (the "Committee") relating to the 401(k) plan. We entered into the Tolling Agreement in order to preserve certain rights, if any, of plan
participants who acquired shares of Overstock common stock in the plan between July 1, 2008 and June 30, 2009 (the "Purchase Period"). In August 2010, we
made a registered rescission offer to affected participants in the plan who acquired shares of Overstock common stock during the Purchase Period. The
rescission offer applied to shares purchased during the Purchase Period at prices ranging from $6.77 per share to $21.17 per share. On October 6, 2010, our
rescission offer expired. As a result of the offer, we repurchased 1,202 shares of common stock for $26,000. On October 14, 2010 we terminated the Tolling
Agreement. At December 31, 2011 none of our shares were classified outside stockholder's equity due to the expiration of potential rescission rights
associated with those common shares. At December 31, 2010 approximately 46,000 shares or $570,000 of our common stock plus interest were classified
outside stockholders' equity, respectively.
In December 2009, we implemented a Non Qualified Deferred Compensation plan for senior management. The plan allows eligible members of senior
management to defer their receipt of compensation from us beginning in 2010, subject to the restrictions contained in the plan. To the extent that interests in
the plan constitute securities, we believe that the issuance of the interests was exempt from the registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and Rule 506 of Regulation D thereunder as a transaction not involving a public offering. The interests were not
sold for cash or other consideration, and there were no proceeds to us.
Issuer purchases of equity securities
The following table sets forth all purchases made by us or on our behalf or any "affiliated purchaser" as defined in Rule 10b-18(a)(3) under the Exchange
Act, of shares of our common stock made during each month within the fourth quarter of 2011, including all purchases made pursuant to publicly announced
plans or programs and those not made pursuant to publicly announced plans or programs. Column (a) sets forth the total number of shares purchased, and the
footnotes to the table disclose the number of shares purchased other than pursuant to a publicly announced plan or program and the nature of any such
purchases. Column (b) sets forth the average price paid per share. Column (c) sets forth the total number of shares purchased as part of publicly announced
repurchase plans or programs. Column (d) sets forth the maximum number (or approximate dollar value) of shares that may yet be purchased under the plans
or programs.
Period
(a)
Total Number of
Shares (or Units)
Purchased
(b)
Average Price
Paid per Share
or Unit
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs
October 1, 2011 to
October 31, 2011 180 $ 10.04 — $ —
November 1, 2011 to
November 30, 2011 — — — —
December 1, 2011 to
December 31, 2011 — — — —
Total 180(1) — $ —
Represents 180 shares withheld for minimum tax withholding purposes upon the vesting of a portion of restricted stock units.(1) 38