-----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, EDkaL9ICl0jHjOxzNVFexX8F44Bkf4Z1Zzhur21IVgrq7uVEOXaOAidUUmxK2zIK UBHWovMfzMPdcvFXBHNxWg== 0001209191-09-058648.txt : 20091223 0001209191-09-058648.hdr.sgml : 20091223 20091223202521 ACCESSION NUMBER: 0001209191-09-058648 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091221 FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 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 GEORGE CENTRAL INDEX KEY: 0000900203 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 091259449 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE STREET 2: 33RD FLR CITY: NEW YORK STATE: NY ZIP: 10106 4 1 c94060_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-12-21 0001030896 BLUEFLY INC BFLY 0000900203 SOROS GEORGE 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 I See Footnote Common Stock 2009-12-21 4 J 0 34835 1.70 A 193909 I See Footnote Convertible Promissory Note 3.65 2009-12-21 4 J 0 1809480 0 A 2008-07-23 2011-07-23 Common Stock 1064400 0 I See footnote Convertible Promissory Note 3.65 2009-12-21 4 J 0 59220 0 A 2008-07-23 2011-07-23 Common Stock 34835 0 I See footnote 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 footnote 1, resulting in the issuance to QIP of 1,064,400 shares of common stock. These securities are held for the benefit 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 ("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 benefit of QIP. On December 21, 2009, SFM Domestic Investments LLC, a Delaware limited liability company ("SFMD") converted the Convertible Promissory Note into shares of the issuer's Common Stock, $0.01 par value per share at a conversion price of $1.70 per share in accordance with clause (ii) of footnote 1, resulting in the issuance to SFMD of 34,835 shares of common stock. These securities are held for the benefit of SFMD. The Reporting Person may be deemed to have voting and dispositive power over the securities held for the benefit of SFMD. /s/ Jay Schoenfarber, Attorney-in-Fact for George Soros 2009-12-23 -----END PRIVACY-ENHANCED MESSAGE-----