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

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^*

JAV Management Associates III, L.L.C.

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BladeLogic, Inc. [ BLOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007

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)
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	07/30/2007		C		1,527,052⁽¹⁾⁽⁵⁾	A	⁽⁶⁾	1,527,052⁽¹⁾⁽⁵⁾	D
Common Stock	07/30/2007		C		1,393,412⁽²⁾⁽⁵⁾	A	⁽⁶⁾	1,393,412⁽²⁾⁽⁵⁾	D
Common Stock	07/30/2007		C		673,954⁽³⁾⁽⁵⁾	A	⁽⁶⁾	673,954⁽³⁾⁽⁵⁾	D
Common Stock	07/30/2007		C		166,241⁽⁴⁾⁽⁵⁾	A	⁽⁶⁾	166,241⁽⁴⁾⁽⁵⁾	D

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)
Series B Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			2,711,765⁽¹⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,355,882⁽¹⁾⁽⁵⁾	$0	0	D
Series B Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			2,474,444⁽²⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,237,222⁽²⁾⁽⁵⁾	$0	0	D
Series B Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			1,196,818⁽³⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	598,409⁽³⁾⁽⁵⁾	$0	0	D
Series B Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			295,215⁽⁴⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	147,607⁽⁴⁾⁽⁵⁾	$0	0	D
Series C Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			228,767⁽¹⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	114,383⁽¹⁾⁽⁵⁾	$0	0	D
Series C Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			208,745⁽²⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	104,372⁽²⁾⁽⁵⁾	$0	0	D
Series C Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			100,964⁽³⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	50,482⁽³⁾⁽⁵⁾	$0	0	D
Series C Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			24,904⁽⁴⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	12,452⁽⁴⁾⁽⁵⁾	$0	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			113,575⁽¹⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	56,787⁽¹⁾⁽⁵⁾	$0	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			103,636⁽²⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	51,818⁽²⁾⁽⁵⁾	$0	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			50,126⁽³⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	25,063⁽³⁾⁽⁵⁾	$0	0	D
Series D Convertible Preferred Stock	⁽⁶⁾	07/30/2007		C			12,364⁽⁴⁾⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	6,182⁽⁴⁾⁽⁵⁾	$0	0	D

1. Name and Address of Reporting Person^*

JAV Management Associates III, L.L.C.

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

JAFCO AMERICA TECHNOLOGY FUND III LP

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

JAFCO America Technology Cayman Fund III, L.P.

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

JAFCO USIT FUND III L P

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

JAFCO AMERICA TECHNOLOGY AFFILIATES FUND III LP

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

Goldfarb Andrew P

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

1. Name and Address of Reporting Person^*

SCHIFFMAN BARRY J

(Last)

(First)

(Middle)

C/O GLOBESPAN CAPITAL MANAGEMENT, LLC

ONE BOSTON PLACE, SUITE 2810

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

Explanation of Responses:

1. These securities are owned solely by JAFCO America Technology Fund III, L.P.

2. These securities are owned solely by JAFCO America Technology Cayman Fund III, L.P.

3. These securities are owned solely by JAFCO USIT Fund III, L.P.

4. These securities are owned solely by JAFCO America Technology Affiliates Fund III, L.P.

5. JAV Management Associates III, L.L.C. is the general partner of JAFCO America Technology Fund III, L.P., JAFCO America Technology Cayman Fund III, L.P., JAFCO USIT Fund III, L.P. and JAFCO America Technology Affiliates Fund III, L.P. (the "Globespan Funds") and may be deemed to have a beneficial interest in the shares held by the Globespan Funds. The voting and investment power with respect to these shares is vested in Andrew P. Goldfarb and Barry J. Schiffman, the managing members of JAV Management Associates III, L.L.C. JAV Management Associates III, L.L.C., Andrew P. Goldfarb and Barry J. Schiffman each disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest in such shares which is subject to indeterminable future events.

6. Upon completion of the Issuer's initial public offering, each share of the Issuer's outstanding Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted at a rate of 2-to-1 into shares of Common Stock.

Remarks:

The reporting persons are members of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities.

	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	/s/ Michael J. Cayer, attorney-in-fact	08/01/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.