FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Nielsen David J. 2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2012 3. Issuer Name and Ticker or Trading Symbol OVERSTOCK.COM, INC [OSTK] (Last) (First) (Middle) 6350 SOUTH 3000 EAST 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Merchandising & Supply Ch 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SALT LAKE CITY, UT 84121 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 2,653 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	  (1)	10/23/2012	Common Stock	500	$ 0.0001	D	Â
Restricted Stock Units	  (2)	02/02/2013	Common Stock	4,000	$ 0.0001	D	Â
Restricted Stock Units	  (3)	01/22/2014	Common Stock	5,625	$ 0.0001	D	Â
Restricted Stock Units	  (4)	01/23/2015	Common Stock	35,000	$ 0.0001	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Nielsen David J. 6350 SOUTH 3000 EAST SALT LAKE CITY, UT 84121	Â	Â	  SVP, Merchandising & Supply Ch	Â

Signatures

/s/Mark Harden (attorney-in-fact)		02/06/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on October 23, 2010, an additional 25% at the close of business on October 23, 2011, and the remaining 50% at the close of business on October 23, 2012. Vested shares will be delivered to the reporting person promptly after the restricked stock units vest.
(2)	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on February 2, 2011, an additional 25% at the close of business on February 2, 2012, and the remaining 50% at the close of business on February 2, 2013. Vested shares will be delivered to the reporting person promptly after the restricked stock units vest.
(3)	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on January 22, 2012, an additional 25% at the close of business on January 22, 2013, and the remaining 50% at the close of business on January 22, 2014. Vested shares will be delivered to the reporting person promptly after the restricked stock units vest.
(4)	Each restricted stock unit represents a contingent right to receive one share of Overstock.com, Inc. common stock. The restricted stock units vest as to 25% at the close of business on January 23, 2013, an additional 25% at the close of business on January 23, 2014, and the remaining 50% at the close of business on January 23, 2015. Vested shares will be delivered to the reporting person promptly after the restricked stock units vest.

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