Sec Form 4 Filing - MACKLIN GORDON S @ OVERSTOCK.COM, INC - 2007-01-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MACKLIN GORDON S 2. Issuer Name and Ticker or Trading Symbol OVERSTOCK.COM, INC [ OSTK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8212 BURNING TREE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2007 (Street) BETHESDA, MD20817 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 01/09/2007 M 7,058 A $ 5.07 28,230 D Common stock 111,068 I ( 1 ) Held by Gordon Macklin Family Trust Common stock 93,440 I ( 1 ) Held by Macklin Family Limited Partnership I Common stock 26,020 I ( 1 ) Held by Macklin Family Limited Partnership III Common stock 53,312 I ( 1 ) Held by Marilyn C. Macklin Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock options $ 5.07 01/09/2007 M 7,058 01/22/2003 01/21/2007 Common stock 7,058 ( 2 ) 0 D Stock options $ 18.58 01/23/2005( 3 ) 01/22/2009 Common stock 10,000 10,000 D Stock options $ 31.13 05/21/2005( 3 ) 05/20/2009 Common stock 5,000 15,000 D Stock options $ 35.27 04/26/2006( 3 ) 04/25/2010 Common stock 5,000 20,000 D Common stock $ 27.4 04/25/2007( 3 ) 04/24/2011 Common stock 5,000 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MACKLIN GORDON S 8212 BURNING TREE ROAD BETHESDA, MD20817 X Signatures /s/ Gordon S. Macklin 01/10/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary ownership therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose. ( 2 )Not applicable. ( 3 )Stock options are exercisable at 28% one year from date of grant and 2% each month thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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