13G Filing: Soros Fund Management and Overstock.com Inc (OSTK)

CUSIP NO.  690370101

Page 6 of 12 Pages

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 2,472,188 Shares issuable upon the exercise of warrants (the “Warrants”).

Item 4(b).

Percent of Class:

As of the date hereof, assuming full exercise of the Warrants beneficially owned by the Reporting Persons, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 8.99% of the total number of Shares outstanding.

Item 4(c).

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

2,472,188

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

2,472,188

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

2,472,188

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

2,472,188

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

2,472,188

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

2,472,188