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
X	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* RHO Ventures VI LP (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUEFLY INC [ BFLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2013
	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	05/23/2013		S(1)		11,900,164	D	$0.0076	0	I(2)(3)	See notes(2)(3)
Common Stock	05/23/2013		J(4)		1,875	D	$0	0	I(5)	See note(5)

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
12% Secured Subordinated Convertible Promissory Notes	$1,500,000	05/23/2013		J(6)			$1,500,000	(6)	(6)	Common Stock	(6)	(6)	0	I(2)(3)	See Footnotes(2)(3)

1. Name and Address of Reporting Person* RHO Ventures VI LP (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RMV VI, L.L.C. (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Capital Partners LLC (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAIROUZ HABIB (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LESCHLY MARK (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RUCH JOSHUA (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (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. 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.

2. 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)

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.

4. 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.

5. Owned by Habib Kairouz.

6. 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.

Remarks:

As of May 23, 2013, Habib Kairouz will no longer be a director of the Issuer.

	/s/ Jeffrey I. Martin, Attorney-in-fact	05/28/2013
	/ s/ Jeffrey I. Martin, Attorney-in-fact	05/28/2013
	s/ Jeffrey I. Martin Atty In Fact	05/28/2013
	/s/ Habib Kairouz	05/28/2013
	/ s/ Jeffrey I. Martin, Attorney in fact	05/28/2013
	s/ Jeffrey I. Martin Attorney-In-Fact	05/28/2013
	** Signature of Reporting Person	Date
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