SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

SHOHAM JOSHUA

(Last)

(First)

(Middle)

301 MCCULLOUGH DRIVE, 4TH FLOOR

(Street)

CHARLOTTE

28262

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2016

3. Issuer Name and Ticker or Trading Symbol
BLUE SPHERE CORP. [ BLSP ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	2,984,001⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Award⁽²⁾	⁽²⁾	⁽²⁾	Common Stock, par value $0.001 per share	2,041,667	⁽²⁾	D
Incentive Stock Options (Right to Buy)	⁽³⁾	04/30/2018	Common Stock, par value $0.001 per share	203,540	$0.5763	D

Explanation of Responses:

1. The 2,984,001 shares of Common Stock owned by the reporting person includes 2,160,104 shares issued on June 13, 2016. The 2,160,104 shares issued on June 13, 2016 represent (a) 101,770 shares awarded pursuant to a one-time grant under the issuer's Global Share Incentive Plan (2010) (the "2010 Incentive Plan") and (b) 1,458,333 shares awarded pursuant to a stock award under the issuer's Global Share and Options Incentive Enhancement Plan (2014) (the "2014 Incentive Plan"). The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 1,458,333 of such shares have vested and been issued and 2,041,667 of such shares remain to be vested and/or issued. The 2,041,667 shares that have not yet vested and/or been issued are not included in the number of securities beneficially owned in Table I, Column 2 of this report.

2. The stock award under the 2014 Incentive Plan was granted on February 24, 2015 for 3,500,000 shares of Common Stock and vests in quarterly installments. As of the date of this report, 1,458,333 of such shares have been issued and 2,041,667 shares have not been issued (of which, 437,500 shares have vested and 1,604,167 shares are unvested).

3. The stock options were awarded under the 2010 Incentive Plan on April 30, 2013. As of the date of this report, the stock options are exercisable.

	/s/ Joshua Shoham	06/15/2016
	** 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 5 (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.