Filing Details

Accession Number:
0001079973-17-000075
Form Type:
13D Filing
Publication Date:
2017-02-03 16:59:29
Filed By:
Lazarus Management Co Llc
Company:
Blue Sphere Corp. (OTCMKTS:BLSP)
Filing Date:
2017-02-03
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 83,861,896 0 83,861,896 0 83,861,896 28.2%
Justin B. Borus 83,861,896 0 83,861,896 0 83,861,896 28.2%
Lazarus Israel Opportunities Fund LLLP 54,718,018 0 54,718,018 0 54,718,018 18.7%
Lazarus Israel Opportunities Fund II LLLP 18,070,674 0 18,070,674 0 18,070,674 6.4%
Lazarus Investment Partners LLLP 11,073,204 0 11,073,204 0 11,073,204 3.9%
Filing
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Amendment No. 10)

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)

February 2, 2017
(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
 
 
83,861,896
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
83,861,896
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
83,861,896
 
 
 
 
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)
 
 
28.2%
 
 
 
 
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
 
 
83,861,896
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
83,861,896
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
83,861,896
 
 
 
 
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)
 
 
28.2%
 
 
 
 
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)
 
 
18.7%
 
 
 
 
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
 
 
18,070,674
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
18,070,674
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,070,674
 
 
 
 
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)
 
 
6.4%
 
 
 
 
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)
 
 
3.9%
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
 
 
 
 
Explanatory Note
 
 
This Amendment No. 10 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. 10 to report a decrease in the percentage of common stock owned by the Reporting Persons resulting from an increase in the aggregate number of shares of the Issuer's common stock outstanding based on information contained in the Issuer's S-1/A filed with the Securities and Exchange Commission on February 2, 2017.

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 15,343,401 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 279,913,848 Shares outstanding as of February 1, 2017 as reported by the Issuer in its Form S-1/A filed on February 2, 2017.
 
Lazarus Management is the investment adviser 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.

The Reporting Persons effected the transactions in the Issuer's shares as set forth in Exhibit B since its most recent filing on Schedule 13D.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:
   
Joint Filing Agreement, dated as of February 3, 2017, 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.
     
     
 
 
 
 
 
 
 
 
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:  February 3, 2017

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 GP LLC
       its general partner
 
By: /s/ Justin B. Borus
Name: Justin B. Borus
Title:  Manager 
 
 
LAZARUS ISRAEL OPPORTUNITIES FUND II LLLP
By: Lazarus GP 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 

 

 
 
 
 
 
 
 
 
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