13D Filing: Lazarus Management Company Loads Up on Blue Sphere Corp. (BLSP)

Item 4.  Purpose of Transaction.

The Reporting Persons originally filed a statement on Schedule 13G on January 14, 2016 covering the beneficial ownership of the Shares.  On February 15, 2016, the Reporting Persons entered into a private placement transaction for the purchase of additional Shares and warrants to purchase Shares with the Issuer, as described in Item 5 below, and, as a result of that transaction and the increase in their beneficial ownership, are filing this Schedule 13D.  The response to Item 5 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons acquired the Shares over which they exercise beneficial ownership in the belief that the Shares are an attractive investment.  The Reporting Persons from time to time may enter into discussions with directors and officers of the Issuer, other shareholders or third parties in connection with the Reporting Persons’ investment in the Issuer.  Such discussions may include one or more members of the Issuer’s management, the board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies and other matters.

The Reporting Persons intend to review their respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate.  These actions may include: (i) acquiring additional Shares and/or other equity, debt, notes, or other securities in the open market or otherwise; (ii) disposing of any or all of their securities in the open market or otherwise; or (iii) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Reporting Persons do not have any present plans or proposals that relate to or otherwise would result in one or more of the actions described in those subsections.

Item 5.  Interest in Securities of the Issuer.

(a)-(e)  Reference is made to Items 7, 9, 11 and 13 of pages 2-6 of this Schedule, which items are incorporated by reference.  The securities reported on this Schedule by Lazarus Israel I consist of 34,637,404 Shares and warrants to purchase an additional 12,500,000 Shares (“Warrants”).  The securities reported by Lazarus Israel II consist of 6,510,738 Shares and 2,727,273 Warrants.  The securities reported by Lazarus Partners consist of 8,800,476 Shares and 2,272,728 Warrants.  The securities reported by Lazarus Management and Mr. Borus consists of the sums of the Shares and Warrants held by the Funds.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-6 was calculated based on 217,317,675 Shares outstanding as of February 15, 2016 based on information obtained by the Issuer in the subscription agreement entered into with the Reporting Persons stating that there were 182,317,675 Shares issued and outstanding as of January 28, 2016, supplemented by the 35,000,000 Shares issued in connection with the private placement transaction described below.

The Reporting Persons have the sole power to vote or to direct the voting of all such Shares described above.  The Reporting Persons have the sole power to dispose or direct the disposition of all such Shares described above.  The Reporting Persons do not have shared power to vote or to direct the vote of any such Shares described above, and do not have shared power to dispose or direct the disposition of any such Shares described above.  No Fund has any disposition or voting power over any Shares held by any other Fund.

Lazarus Management is the investment adviser and general partner of the Funds, and consequently may be deemed to have voting control and investment discretion over securities owned by the Funds. Mr. Borus is the manager of Lazarus Management and may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management.   The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the Shares or Warrants owned by the Funds.  Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the Shares and Warrants set forth in this Schedule 13D, except to the extent of its or his pecuniary interests therein and each Fund disclaims beneficial ownership of any Shares and Warrants owned by any other Fund.