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Filing Details

Accession Number:: 0001179110-13-009246
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-28 17:16:20
Reporting Period:: 2013-05-23

Filing Date:: 2013-05-28
Accepted Time:: 2013-05-28 17:16:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1030896	Bluefly Inc	BFLY	Retail-Catalog & Mail-Order Houses (5961)	133612110

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
943431	Joshua Ruch	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No
1082907	Habib Kairouz	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No
1120545	Mark Leschly	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No
1325385	Rho Capital Partners Llc	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No
1419636	Rho Ventures Vi Lp	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No
1478944	Rmv Vi, L.l.c.	152 West 57Th Street, 23Rd Floor New York NY 10019	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-05-23	11,900,164	$0.01	0	No	4	S	Indirect	See notes
Common Stock	Disposition	2013-05-23	1,875	$0.00	0	No	4	J	Indirect	See note

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See notes
No	4	J	Indirect	See note

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	12% Secured Subordinated Convertible Promissory Notes	Disposition	2013-05-23	0	$0.00	0	$1,500,000.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	J	Indirect

Footnotes

On May 23, 2013, Rho Ventures VI, L.P. ("Rho Ventures") entered into a Stock Purchase Agreement pursuant to which Rho Ventures sold 11,900,164 shares of Common Stock of the Issuer to Runway Acquisition Sub, Inc. in a private transaction.
Owned directly by Rho Ventures. RMV VI, L.L.C. ("RMV"), is the general partner of Rho Ventures, Rho Capital Partners LLC ("Rho Capital Partners") is the managing member of RMV, and Mark Leschly, Habib Kairouz and Joshua Ruch are managing members of Rho Capital Partners. RMV disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest, if any, in the securities by virtue of its general partner interest in Rho Ventures. Rho Capital Partners disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest, if any, in the securities by virtue of its membership interest in RMV. (Continued to footnote 3)
Each of Mark Leschly, Habib Kairouz and Joshua Ruch disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest, if any, in the securities by virtue of his membership interest in Rho Capital Partners and, as applicable, direct or indirect limited partner interest in Rho Ventures. Immediately prior to the reported transactions, the reporting persons may have been deemed to be members of a Section 13(d) group owning more than 10% of the issuer's outstanding common stock, based upon Rho Ventures being party to that certain Amended and Restated Voting Agreement (the "Voting Agreement") dated December 21, 2009, as amended. In connection with this transaction, the Voting Agreement has been terminated.
By letter to the Issuer, dated May 23, 2013, Habib Kairouz elected to abandon his ownership of all shares of Common Stock owned by him for no consideration.
Owned by Habib Kairouz.
On August 13, 2012, Rho Ventures entered into a Note and Warrant Purchase Agreement pursuant to which Rho Ventures purchased from the Issuer a secured convertible subordinated promissory note in an aggregate principal amount of $1,500,000 (the "Note") and a warrant to acquire 476,190 shares of Common Stock at an exercise price of $1.05 per share. The Note beared interest at an annual rate equal to 12% per annum, with interest accruing on a cumulative, compounding basis and was convertible at any time at the option of Rho Ventures, into common stock of the Issuer at $1.05 per share, subject to certain limitations and adjustments set forth under the Note. On May 23, 2013, the Issuer repaid in full all principal and $139,068.49 of accrued interest on the Note.