SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 26, 2017
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
incorporation or organization)
799 W. Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On July 26, 2017 the board of directors of Medici Ventures, Inc. (“Medici”), a wholly owned subsidiary of the registrant, Overstock.com, Inc. (“Overstock”), authorized the grant, subject to Medici’s completion of any necessary filings, of compensatory options to purchase shares of Medici’s common stock to certain persons, including Jonathan E. Johnson III, who serves as President of Medici and is a named executive officer of Overstock, pursuant to the Medici Ventures, Inc. Stock Option Plan (the “Plan”). The Plan provides for the grant of options covering up to 10% of the outstanding common stock of Medici to employees and directors of and consultants to Medici. The option grants to Mr. Johnson cover a total of 14,000 shares of common stock of Medici, representing 1.4% of Medici’s fully diluted shares, at an exercise price of $3.33 per share of common stock, and expire ten years after the date of grant. The options are subject to two vesting schedules, one of which provides for the vesting of options to acquire 5,000 shares on the one-year anniversary of the date of grant, and the second of which provides for the vesting over a three-year period of options to acquire an additional 9,000 shares, with one-third of such options vesting at the end of year one, one-third vesting at the end of year two, and one-third vesting at the end of year three, subject to the power of the Medici board of directors to accelerate the vesting schedules. The options cannot be exercised for any security issued by Overstock, and the Medici common stock, if issued, will not be convertible into or exchangeable for any security issued by Overstock.
Item 9.01 Financial Statement and Exhibits.
Medici Ventures, Inc. 2017 Stock Option Plan
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ E. Glen Nickle
E. Glen Nickle
Vice President, Legal and General Counsel
August 1, 2017