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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SOROS GEORGE (Last) (First) (Middle) 888 SEVENTH AVENUE, 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUEFLY INC [ BFLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/30/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								11,754(1)	D
Common Stock								6,480,070	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	$5.1							03/26/2008	03/26/2013	Common Stock	156		156	D
Common Stock Warrants	$5.1							03/26/2008	03/26/2013	Common Stock	31,665		31,665	I	See footnote(2)
Common Stock Warrants	$7.8(3)							03/17/2003	03/17/2013	Common Stock	7		7	D
Common Stock Warrants	$7.8(3)							03/17/2003	03/17/2013	Common Stock	2,421(3)		2,421(3)	I	See footnote(2)

Explanation of Responses:

1. This Form 4 is being filed in connection with a pro-rata in-kind distribution for no consideration (the "Distribution") by SFM Domestic Investments LLC, a Delaware limited liability company ("SFMD"), to its members pursuant to which the Reporting Person, a member of SFM Domestic Investments LLC, directly received 11,754 shares of Common Stock, 156 shares of Common Stock issuable upon the exercise of certain warrants that expire March 26, 2013, and 7 shares of Common Stock issuable upon the exercise of certain warrants that expire March 17, 2013. The Reporting Person had previously reported indirect beneficial ownership of the 193,909 shares of the Issuer's common stock held by SFMD that were the subject of the Distribution.

2. These securities are held for the benefit of Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("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 ("SFM"), is the sole managing member of QIH Management. The Reporting Person is the Chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over securities held for the account of QIP.

3. The number of the securities has been adjusted to give effect to the 1-for-10 reverse stock split of the Common Stock of the Issuer, effective as of April 3, 2008. The exercise price of the securities has been adjusted so as to equal the split-adjusted closing price of the Common Stock on the day immediately preceding the issuance of the securities.

Remarks:

	/s/ Jodye Anzalotta, as Attorney-in-Fact	04/03/2012
	** 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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