SEC FORM 4

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

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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^*

SHENNAN JAMES G JR

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

3000 SAND HILL ROAD, BUILDING 4, STE 160

(Street)

MENLO PARK

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		10% Owner
Officer (give title below)	X	Other (specify below)
		No longer 10% holder

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2004		J⁽¹⁾		1,636,169	D	⁽²⁾	817,900⁽³⁾	I	By Trinity Ventures VI, L.P.
Common Stock	11/15/2004		J⁽⁴⁾		78,831	D	⁽²⁾	39,407⁽³⁾	I	By Trinity VI Side-By-Side Fund, L.P.
Common Stock	11/15/2004		J⁽⁵⁾		6,071	A	⁽²⁾	6,071	I	By The Shennan Family Partnership I
Common Stock	11/15/2004		J⁽⁶⁾		2,547	A	⁽²⁾	2,547	I	By Shennan 1995 Trust
Common Stock	11/16/2004		S		6,071	D	$26.205	0	I	By the Shennan Family Partnership I
Common Stock	11/16/2004		S		2,547	D	$26.205	0	I	By Shennan 1995 Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pro rata distribution from Trinity Ventures VI, L.P.

2. Not applicable.

3. The shares owned by Trinity Ventures VI, L.P. are under common control with the shares owned by Trinity VI Side-By-Side Fund, L.P. The general partner of Trinity Ventures VI, L.P. and Trinity VI Side-By-Side Fund, L.P. is Trinity TVL VI, LLC. The Reporting Person is a managing member of Trinity TVL VI, LLC. He disclaims beneficial ownership of the shares held by Trinity Ventures VI, L.P. and Trinity VI Side-By-Side Fund, L.P., except to the extent of his pecuniary interest therein.

4. Pro rata distribution from Trinity VI Side-By-Side Fund, L.P.

5. Pro rata distribution from Trinity VI Side-By-Side Fund, L.P., of which the reporting person is a general partner of Trinity Ventures.

6. Pro rata distribution from Trinity Ventures VI, L.P. and Trinity VI Side-By-Side Fund, L.P., of which the reporting person is a general partner of Trinity Ventures.

Remarks:

	/s/ John M. Geschke, Attorney-in-fact	11/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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