JOINT FILING INFORMATION

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNdfIyudUoXzWReGoA4tFaf4PPs0dUIeQKs7ZEWCtOWBkt1liBWB+Jkej9XsvmKI osx0zjMPZqEWAYe5vakFnQ== 0001209191-09-058650.txt : 20091223 0001209191-09-058650.hdr.sgml : 20091223 20091223203123 ACCESSION NUMBER: 0001209191-09-058650 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091221 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QUANTUM INDUSTRIAL PARTNERS LDC ET AL CENTRAL INDEX KEY: 0000922382 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 091259461 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QIH MANAGEMENT LLC CENTRAL INDEX KEY: 0001237658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 091259459 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2122626300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QIH MANAGEMENT INVESTOR LP CENTRAL INDEX KEY: 0001237660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 091259460 BUSINESS ADDRESS: STREET 1: C/O SOROS FUND MANAGEMENT LLC STREET 2: 888 SEVENTH AVENUE 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2122626300 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEFLY INC CENTRAL INDEX KEY: 0001030896 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133612110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 BUSINESS ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129448000 MAIL ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: PIVOT RULES INC DATE OF NAME CHANGE: 19970305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 091259458 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 4 1 c94061_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-12-21 0001030896 BLUEFLY INC BFLY 0000922382 QUANTUM INDUSTRIAL PARTNERS LDC ET AL KAYA FLAMBOYAN 9 WILLEMSTAD, CURACAO NETHERLANDS ANTILLES P8 NETHERLANDS ANTILLES 0 0 1 0 0001237660 QIH MANAGEMENT INVESTOR LP 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001237658 QIH MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 0001029160 SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK NY 10106 0 0 1 0 Common Stock 2009-12-21 4 J 0 1064400 1.70 A 5924515 D Convertible Promissory Note 3.65 2009-12-21 4 J 0 1809480 0 D 2008-07-23 2011-07-23 Common Stock 1064400 0 D The Convertible Promissory Note is convertible at the option of the holder (i) into that number of shares of common stock, $0.01 par value per share, of the issuer equal to the principal amount of the note divided by $3.65, or (ii) into that number of equity securities of the issuer sold in cash in a future financing ("Subsequent Securities") equal to the principal amount of the note divided by the lowest price paid by any purchaser of the Subsequent Securities (the "Subsequent Conversion Price"). On December 21, 2009, Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("QIP") converted the Convertible Promissory Note into shares of the issuer's common stock, $0.01 par value per share ("Common Stock"), at a conversion price of $1.70 per share in accordance with clause (ii) of the previous sentence, resulting in the issuance to QIP of 1,064,400 shares of common stock. These securities are held for the account of QIP. QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"), is a minority shareholder of, and is vested with investment discretion with respect to portfolio assets held for the account of QIP. The sole general partner of QIHMI is QIH Management LLC, a Delaware limited liability company ("QIH Management"). Soros Fund Management LLC, a Delaware limited liability company, is the sole managing member of QIH Management. /s/ Jay Schoenfarber, Attorney-in-Fact for Quantum Industrial Partners LDC 2009-12-23 /s/ Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC, which is the general partner of QIH Management Investor, L.P. 2009-12-21 /s/ Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC 2009-12-21 /s/ Jay Schoenfarber, as Assistant General Counsel 2009-12-21 EX-99.1 2 c94061_99x1.htm ADDITIONAL EXHIBITS JOINT FILING INFORMATION

JOINT FILING INFORMATION


Reporting Person:		QIH MANAGEMENT INVESTOR, L.P.

Address:		888 SEVENTH AVENUE
		33RD FLOOR
		NEW YORK, NY 10106

Designated Filer:		QUANTUM INDUSTRIAL PARTNERS LDC

Issuer and Symbol:		BLUEFLY, INC. (BFLY)

Date of Event Requiring Statement:		12/21/09

Signature:		/s/ Jay Schoenfarber

		Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC, which is the general partner of QIH Management Investor, L.P.

Reporting Person:		QIH MANAGEMENT LLC

Address:		888 SEVENTH AVENUE
		33RD FLOOR
		NEW YORK, NY 10106

Designated Filer:		QUANTUM INDUSTRIAL PARTNERS LDC

Issuer and Symbol:		BLUEFLY, INC. (BFLY)

Date of Event Requiring Statement:		12/21/09

Signature:		/s/ Jay Schoenfarber

		Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC

Reporting Person:		SOROS FUND MANAGEMENT LLC

Address:		888 SEVENTH AVENUE
		33RD FLOOR
		NEW YORK, NY 10106

Designated Filer:		QUANTUM INDUSTRIAL PARTNERS LDC

Issuer and Symbol:		BLUEFLY, INC. (BFLY)

Date of Event Requiring Statement:		12/21/09

Signature:		/s/ Jay Schoenfarber

		Jay Schoenfarber, as Assistant General Counsel

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