X0202 4 2006-11-13 0 0001030896 BLUEFLY INC BFLY 0001208899 PAYNER MELISSA C/O BLUEFLY, INC. 42 WEST 39TH STREET,9TH FLOOR NEW YORK, NY 10018 1 1 0 0 Chief Executive Officer Common Stock 2006-11-13 4 A 0 591256 A 591256 D Deferred Stock Units 0 2006-11-13 4 A 0 126904 A Common Stock 126904 126904 D Deferred Stock Units 0 2006-11-13 4 A 0 4201832 0 A Common Stock 4201832 4201832 D Options 1.56 2006-11-13 4 D 0 1300000 A Common Stock 1300000 0 D Options 2.08 2006-11-13 4 D 0 500000 A Common Stock 500000 0 D Options 2.49 2006-11-13 4 D 0 100000 A Common Stock 100000 0 D Represents 591,256 shares of restricted stock, which vest in full on January 1, 2007. Restricted stock granted to the reporting person in exchange for the reporting person forfeiting her right to certain fully vested options that would have been exercisable to purchase an aggregate of 1,665,220 shares of common stock. The deferred stock units vest in eight equal quarterly installments commencing on October 1, 2006. There is no expiration date. Deferred stock units granted to the reporting person in exchange for the reporting person forfeiting her right to certain unvested options that would have been exerciable to purchase an aggregate of 234,780 shares of common stock. The grant of the deferred stock units is subject to shareholder approval of certain amendments to the Company's 2005 Stock Incentive Plan. The deferred stock units vest as follows: (i) one-third vest in four equal quarterly installments commencing on October 1, 2006, (ii) one-third vest in eight equal quarterly installments commencing on October 1, 2006 and (iii) one-third vest in twelve equal quarterly installments commencing on October 1, 2006. There is no expiration date. Disposed of pursuant to the reporting person's forfeiture of options as described in footnotes 2 and 4. /s/ Melissa Payner-Gregor 2006-11-15