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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.   )

Under the Securities Exchange Act of 1934

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐             Rule 13d-1(b)

 

ý              Rule 13d-1(c)

 

☐             Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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1	NAMES OF REPORTING PERSONS
	JUSTIN B. BORUS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			11,133,167
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			11,133,167
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,133,167
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.14%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN/HC

 

 

1	NAMES OF REPORTING PERSONS
	LAZARUS ISRAEL OPPORTUNITIES FUND LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			7,094,088
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			7,094,088
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,094,088
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.91%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

 

 

 

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(a)         Name of Issuer:

Blue Sphere Corporation (the "Issuer")

(b)         Address of Issuer's Principal Executive Office:

301 McCullough Drive, 4^th Floor

Charlotte, North Carolina  28262

(a)         Name of Person Filing:

Lazarus Management Company LLC ("Lazarus Management")

Justin B. Borus

Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel I")

Lazarus Israel Opportunities Fund II LLLP ("Lazarus Israel II")

Lazarus Investment Partners LLLP ("Lazarus Partners," and together with Lazarus Management, Lazarus Israel, Lazarus Israel II and Mr. Borus, the "Reporting Persons")

(b)         Address of Principal Business Office or, if none, Residence:

The business address of each of the Reporting Persons is c/o Lazarus Management Company LLC, 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.

(c)         Citizenship:

Reference is made to Item 4 of pages 2–6 of this Schedule 13G (this "Schedule"), which Items are incorporated by reference herein.

(d)         Title of Class of Securities:

Common Stock, $.001 par value per share

(e)         CUSIP Number:

09605C202

 

 

 

 

Reference is hereby made to Items 5-9 and 11 of pages 2 - 6 of this Schedule, which Items are incorporated by reference herein.

Lazarus Management is the investment adviser and general partner of Lazarus Israel I, Lazarus Israel II and Lazarus Partners, and consequently may be deemed to have voting control and investment discretion over the securities owned by Lazarus Israel I, Lazarus Israel II and Lazarus Partners.  Justin B. Borus is the manager of Lazarus Management.  As a result, Mr. Borus may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Lazarus Management.  The foregoing should not be construed in and of itself as an admission by Lazarus Management or Mr. Borus as to beneficial ownership of the shares owned by Lazarus Israel I, Lazarus Israel II or Lazarus Partners.  Each of Lazarus Management and Mr. Borus disclaims beneficial ownership of the securities set forth in this Schedule 13G except to the extent of its or his pecuniary interests therein.

The calculation of percentage of beneficial ownership in Item 11 of pages 2-6 was calculated based on 181,317,675 shares of Common Stock outstanding as of December 31, 2015 as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on January 13, 2016.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 14, 2016

Exhibit A – Joint Filing Undertaking

 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated:  January 14, 2016