Filing Details
- Accession Number:
- 0001079973-16-001133
- Form Type:
- 13D Filing
- Publication Date:
- 2016-08-19 17:04:07
- Filed By:
- Lazarus Management Co Llc
- Company:
- Blue Sphere Corp. (OTCMKTS:BLSP)
- Filing Date:
- 2016-08-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Lazarus Management Company | 80,904,896 | 0 | 80,904,896 | 0 | 80,904,896 | 29.0% |
| Justin B. Borus | 80,904,896 | 0 | 80,904,896 | 0 | 80,904,896 | 29.0% |
| Lazarus Israel Opportunities Fund LLLP | 54,718,018 | 0 | 54,718,018 | 0 | 54,718,018 | 20.0% |
| Lazarus Israel Opportunities Fund II LLLP | 15,113,674 | 0 | 15,113,674 | 0 | 15,113,674 | 5.7% |
| Lazarus Investment Partners LLLP | 11,073,204 | 0 | 11,073,204 | 0 | 11,073,204 | 4.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
| Blue Sphere Corporation |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 09605C202 |
| (CUSIP Number) |
| Adam D. Averbach, Esq. Lazarus Management Company LLC 3200 Cherry Creek South Drive, Suite 670 Denver, CO 80209 (303) 500-8821 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| August 15, 2016 |
| (Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box☒
SCHEDULE 13D
| CUSIP No. 09605C202 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| | | | |||
| Lazarus Management Company LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a) ☐ (b) ☒ | | | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | | ||
| ☒ | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Colorado | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 80,904,896 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 80,904,896 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 80,904,896 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 29.0% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| IA | | | |||
| | | ||||
SCHEDULE 13D
| CUSIP No. 09605C202 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| | | | |||
| Justin B. Borus | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a) ☐ (b) ☒ | | | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | | ||
| ☐ | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 80,904,896 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 80,904,896 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 80,904,896 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 29.0% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| IN, HC | | | |||
| | | ||||
SCHEDULE 13D
| CUSIP No. 09605C202 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| | | | |||
| Lazarus Israel Opportunities Fund LLLP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a) ☐ (b) ☒ | | | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | | ||
| ☐ | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 54,718,018 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 54,718,018 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 54,718,018 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 20.0% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
SCHEDULE 13D
| CUSIP No. 09605C202 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| | | | |||
| Lazarus Israel Opportunities Fund II LLLP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a) ☐ (b) ☒ | | | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | | ||
| ☐ | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 15,113,674 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 15,113,674 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 15,113,674 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 5.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
SCHEDULE 13D
| CUSIP No. 09605C202 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| | | | |||
| Lazarus Investment Partners LLLP | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | ||
| (a) ☐ (b) ☒ | | | |||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | | ||
| ☐ | | | |||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 11,073,204 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 11,073,204 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 11,073,204 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 4.2% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
Explanatory Note
This Amendment No. 8 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel I"), Lazarus Israel Opportunities Fund II LLLP ("Lazarus Israel II") and Lazarus Investment Partners LLLP ("Lazarus Partners"). Lazarus Management, Mr. Borus, Lazarus Israel I, Lazarus Israel II and Lazarus Partners are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons." Lazarus Israel I, Lazarus Israel II and Lazarus Partners are collectively referred to as the "Funds." A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D. The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.
Reporting Persons are filing this Amendment No. 8 to report a decrease in the percentage of common stock owned by the Reporting Person resulting from an increase in the number of shares of the Issuer's common stock outstanding based on information contained in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 15, 2016.
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 42,218,018 Shares and warrants to purchase an additional 12,500,000 Shares ("Warrants"). The securities reported by Lazarus Israel II consist of 12,386,401 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 261,776,552 Shares outstanding as of August 12, 2016 as reported by the Issuer in its Form S-1 filed on August 15, 2016.
The Reporting Persons effected the transactions in the Issuer's shares as set forth in Exhibit B since the most recent filing on Schedule 13D on August 12, 2016.
Item 7. Material to Be Filed as Exhibits.
| Exhibit A: | | Joint Filing Agreement, dated as of August 19, 2016, by and among Lazarus Management Company LLC, Justin B. Borus, Lazarus Israel Opportunities Fund LLLP, Lazarus Israel Opportunities Fund II LLLP and Lazarus Investment Partners LLLP. |
| Exhibit B: | Transactions in Shares effected since most recent filing on Schedule 13D on August 12, 2016. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 19, 2016
| LAZARUS MANAGEMENT COMPANY LLC |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| /s/ Justin B. Borus |
| Justin B. Borus |
| LAZARUS ISRAEL OPPORTUNITIES FUND LLLP By: Lazarus Management Company LLC its general partner |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| LAZARUS ISRAEL OPPORTUNITIES FUND II LLLP By: Lazarus Management Company LLC its general partner |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
| LAZARUS INVESTMENT PARTNERS LLLP By: Lazarus Management Company LLC its general partner |
| By: /s/ Justin B. Borus |
| Name: Justin B. Borus Title: Manager |
8