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).

1. Name and Address of Reporting Person^*

AMITZUR ELROY

(Last)

(First)

(Middle)

301 MCCULLOUGH DRIVE

4TH FLOOR

(Street)

CHARLOTTE

28262

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE SPHERE CORP. [ BLSP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2013

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)
Common Stock, par value $0.001 per share	06/13/2016		A		1,542,405	A	⁽¹⁾	3,238,514	I	By JLS Advanced Investment Holdings Ltd.⁽²⁾

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 Award	⁽³⁾	02/24/2015		A		2,041,667		⁽³⁾	⁽³⁾	Common Stock, par value $0.001 per share	2,041,667	⁽³⁾	2,041,667	I	By JLS Advanced Investment Holdings Ltd.⁽²⁾
Incentive Stock Options (Right to Buy)	$0.5763	04/30/2013		A		168,142		⁽⁴⁾	04/30/2018	Common Stock, par value $0.001 per share	168,142	⁽⁴⁾	168,142	I	By JLS Advanced Investment Holdings Ltd.⁽²⁾

Explanation of Responses:

1. The 1,542,405 shares of Common Stock acquired by the reporting person represent (a) 84,072 shares awarded pursuant to a one-time grant under the issuer's Global Share Incentive Plan (2010) (the "2010 Incentive Plan") and (b) 1,458,333 shares awarded pursuant to a stock award under the issuer's Global Share and Options Incentive Enhancement Plan (2014) (the "2014 Incentive Plan"). The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 1,458,333 of such shares have vested and been issued and 2,041,667 of such shares remain to be vested and/or issued. The 2,041,667 shares that have not yet vested and/or been issued are not included in the number of securities beneficially owned in Table I, Column 5 of this report.

2. The securities in Table I, Column 5 and Table II, Column 11 of this report are owned by JLS Advanced Investment Holdings Ltd. Mr. Amitzur's family owns and controls JLS Advanced Investment Holdings Ltd., and therefore Mr. Amitzur is deemed to have indirect beneficial ownership of such securities.

3. The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 1,458,333 of such shares have been issued and 2,041,667 shares have not been issued (of which, 437,500 shares have vested and 1,604,167 shares are unvested).

4. The stock options were awarded under the 2010 Incentive Plan on April 30, 2013. As of the date of this report, the stock options are exercisable.

	/s/ Elroy Amitzur	06/17/2016
	** Signature of Reporting Person	Date
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