The CEO of Overstock.com (OSTK) makes a statement on the sale of shares



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Dear owners,

A wave of unexpected printing was created this week among shareholders with the sale of approximately 900,000 shares of "founder shares" of Overstock.com, Inc. (NASDAQ: OSTK), referenced in Form 4 filings from May 15, 2019 and today to May 17, 2019. Strangely, people I've never heard me write about me ask for answers regarding my timing, my reasoning and the purpose of those sales. . Apparently, some people find it disturbing and require answers from me about why, after 20 years of work (usually without pay or compensation), I could sell shares worth tens of millions of dollars. Frankly, I did not know that shareholders would ask for explanations as to why I might want to use my cash from my work and my property to pursue my ends in life. Not once, I have never asked a shareholder for his reasons, whatever his decision. However, given the consternation that resulted, I will answer, prevent new mass vapors from happening again.

A year ago, I told shareholders that I would make significant sales to fund various projects. Since then, I've invested $ 12.5 million in blockchain projects, about 2/3 of which directly to your company's investments (so I'm not just do not fleeing from eating my own kitchen, I asked for a double dose). I have donated and pledged to donate about $ 50 million to charities, essentially involving education and reform of education, including helping to make the vision a reality. Milton Friedman's choice of school by means of vouchers and education savings accounts (a mission that I consider to be the 21st century civil rights issue) and two chairs worth 5 Millions of dollars at the Stanford Hoover Institute in honor of the teachers who have had a tremendous influence on me: Fouad Ajami (a dear friend, let him rest in peace), and Thomas Sowell (who sent me books that have changed my life). Last Friday, I promised $ 1 million more for cancer research (assuming the CPS reaches its $ 60 million goal this year). And most exciting, I'm working on an interesting (though not yet approved) $ 1 million arts project in Birmingham, Alabama, in honor of Dr. King. Although I've been taught that it's awkward to make a lot of donations ("It matters more if no one knows you did," says Dorothy Byrne, mother), such explanations were claimed by many people a lot more left. letters that I have received. There it is.

Regarding the timing: since I informed the public about my projects a year ago, there has hardly been a day when the sale of my shares would have been appropriate and legal. Almost every day, I had information that would have made such a sale inappropriate (or at least, probably inappropriate). I also could not sign a 10b5 plan, when this signature can only be made if one is not in a position to dispose of asymmetrical information with the market. Only briefly, last fall, for about a week, I had the impression that I was not in possession of important non-public information. Recently, I have made considerable efforts to disclose all potentially relevant information in our earnings publication and our shareholder meeting (the latter having been neglected), so that after this meeting, whatever may be the case, It happens, I can achieve such sales. Although I hate selling to this course while the company continues to bounce back quickly, but as you may know, I did not get a salary as Overstock's CEO, and even today, is a public affair. that my annual salary is $ 100,000. As we discussed recently when we convened the first quarter results of 2019 and our shareholder meeting held on the same day, the faster than expected rebound in the profitability of our trading machine High-end electronics, associated with our Medici Ventures keiretsu companies, has changed the world's market-leading products and is still optimistic about the future. I simply had to supplement my nominal salary with stock sales in order to respect my personal commitments to personally invest in chain projects such as Medici land governance, as well as the need to honor charitable promises. such as those described above.

I do not intend to give such an explanation again. I owe it to my shareholders to remain in the law and not to make decisions based on inside information, not on explanations of my life and projects outside Overstock. Your humble servant, Patrick M. Byrne

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