SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TRINITY VENTURES VI L P (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUE NILE INC [ NILE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/25/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/25/2004		C		2,726,743	A	$0	2,726,743	D(6)
Common Stock	05/25/2004		C		131,376	A	$0	131,376	I	By Trinity VI Side-By-Side Fund, L.P.(7)
Common Stock	05/25/2004		S		272,674	D	$20.5	2,454,069	D(6)
Common Stock	05/25/2004		S		13,138	D	$20.5	118,238	I	By Trinity VI Side-By-Side Fund, L.P.(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	05/25/2004		C			1,261,129	05/25/2004	(1)	Common Stock	1,310,188	$0	0	D(6)
Series B Preferred Stock	(2)	05/25/2004		C			139,095	05/25/2004	(2)	Common Stock	155,990	$0	0	D(6)
Series C Preferred Stock	(3)	05/25/2004		C			198,221	05/25/2004	(3)	Common Stock	253,705	$0	0	D(6)
Series D Preferred Stock	(4)	05/25/2004		C			51,969	05/25/2004	(4)	Common Stock	66,716	$0	0	D(6)
Series E Preferred Stock	(5)	05/25/2004		C			940,144	05/25/2004	(5)	Common Stock	940,144	$0	0	D(6)
Series A Preferred Stock	(1)	05/25/2004		C			72,204	05/25/2004	(1)	Common Stock	75,012	$0	0	I	By Trinity VI Side-By-Side Fund, L.P.(7)
Series B Preferred Stock	(2)	05/25/2004		C			7,963	05/25/2004	(2)	Common Stock	8,930	$0	0	I	By Trinity VI Side-By-Side Fund, L.P.(7)
Series C Preferred Stock	(3)	05/25/2004		C			11,359	05/25/2004	(3)	Common Stock	14,538	$0	0	I	By Trinity VI Side-By-Side Fund, L.P.(7)
Series D Preferred Stock	(4)	05/25/2004		C			2,975	05/25/2004	(4)	Common Stock	3,820	$0	0	I	By Trinity VI Side-By-Side Fund, L.P.(7)
Series E Preferred Stock	(5)	05/25/2004		C			29,076	05/25/2004	(5)	Common Stock	29,076	$0	0	I	By Trinity VI Side-By-Side Fund, L.P.(7)

1. Name and Address of Reporting Person* TRINITY VENTURES VI L P (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trinity VI Side-By-Side Fund, L.P. (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trinity TVL VI, LLC (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fenton Noel J (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ORR LAWRENCE K (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHENNAN JAMES G JR (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Francis Tod H (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wang Fred (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TVL Management CORP (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tai Augustus O (Last) (First) (Middle) C/O TRINITY VENTURES 3000 SAND HILL ROAD, BLDG 4, STE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.038901074 to 1 basis upon the closing of the Issuer's initial public offering

2. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.121464501 to 1 basis upon the closing of the Issuer's initial public offering

3. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.279914161 to 1 basis upon the closing of the Issuer's initial public offering

4. The Issuer's Preferred Stock automatically converted into Common Stock on a 1.283746848 to 1 basis upon the closing of the Issuer's initial public offering

5. The Issuer's Preferred Stock automatically converted into Common Stock on a 1 to 1 basis upon the closing of the Issuer's initial public offering

6. The shares owned by Trinity Ventures VI, L.P. are under common control with Trinity VI Side-By-Side Fund, L.P. Trinity TVL VI, LLC is the general partner of Trinity Ventures VI, L.P. and Trinity VI Side-By-Side Fund, L.P. Noel J. Fenton, Lawrence K. Orr, James G. Shennan, Jr., Todd H. Francis, Fred Wang, Augustus O. Tai and TVL Management Corporation are managing members of Trinity TVL VI, LLC. Each member of the group disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

7. The shares owned by Trinity VI Side-By-Side Fund, L.P. are under common control with Trinity Ventures VI, L.P. Trinity TVL VI, LLC is the general partner of Trinity VI Side-By Side Fund, L.P. and Trinity Ventures VI, L.P. Noel J. Fenton, Lawrence K. Orr, James G. Shennan, Jr., Todd H. Francis, Fred Wang, Augustus O. Tai and TVL Management Corporation are managing members of Trinity TVL VI, LLC. Each member of the group disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

	/s/ John M. Geschke, Attorney-in-fact	05/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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