SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEMONIS MARCUS

(Last)

(First)

(Middle)

799 WEST COLISEUM WAY

(Street)

MIDVALE

84047

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEYOND, INC. [ BYON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXECUTIVE CHAIRMAN OF BOARD

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$45	05/21/2024⁽¹⁾		A		500,000⁽²⁾		⁽³⁾	02/20/2026	Common Stock	500,000	$0	500,000	D
Stock Option (right to buy)	$50	05/21/2024⁽¹⁾		A		750,000⁽²⁾		⁽⁴⁾	02/20/2027	Common Stock	750,000	$0	750,000	D
Stock Option (right to buy)	$60	05/21/2024⁽¹⁾		A		1,000,000⁽²⁾		⁽⁵⁾	02/20/2028	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. The Reporting Person was granted a nonstatutory stock option on February 20, 2024 (the "Grant Date") subject to stockholder approval, which stockholder approval was received on May 21, 2024 ("Performance Award").

2. The Performance Award consists of 3 separate tranches that vest only if certain pre-established stock price milestones (each a "Stock Price Hurdle") are achieved and Reporting Person satisfies the corresponding service-based requirement. Vesting eligibility is contingent on Reporting Person being either the Executive Chairman or Chairman of the Company's board of directors ("Board"), or such other position the Board deems a qualifying position for the Performance Award ("Qualifying Position") through the applicable vest date. For any Stock Price Hurdle to be achieved, the average per-share closing price of the Company's common stock over any 20 consecutive trading day period during the specified performance period must be equal or greater than such Stock Price Hurdle. If the Stock Price Hurdle is not achieved for any tranche during the applicable performance period, the shares underlying the corresponding tranche of the Performance Award will be immediately forfeited.

3. The first tranche of 500,000 options vests in full upon the achievement of the Stock Price Hurdle of $45.00 during the period beginning on the Grant Date and ending on February 20, 2026, but in no event prior to February 20, 2025, subject to the Reporting Person's continued service in a Qualifying Position through the vesting date (except in the event of certain terminations).

4. The second tranche of 750,000 options vests in full upon the achievement of the Stock Price Hurdle of $50.00 during the period beginning on the Grant Date and ending on February 20, 2027, but in no event prior to February 20, 2026, subject to the Reporting Person's continued service in a Qualifying Position through the vesting date (except in the event of certain terminations).

5. The third tranche of 1,000,000 options vests in full upon the achievement of the Stock Price Hurdle of $60.00 during the period beginning on the Grant Date and ending on February 20, 2028, but in no event prior to February 20, 2027, subject to the Reporting Person's continued service in a Qualifying Position through the vesting date (except in the event of certain terminations).

	/s/ Allison Fletcher, Attorney-in-Fact	05/23/2024
	** Signature of Reporting Person	Date
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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