0001133796-12-000194.txt : 20121204 0001133796-12-000194.hdr.sgml : 20121204 20121204123132 ACCESSION NUMBER: 0001133796-12-000194 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20121204 DATE AS OF CHANGE: 20121204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gallagher James G CENTRAL INDEX KEY: 0001493557 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14498 FILM NUMBER: 121239817 MAIL ADDRESS: STREET 1: 5220 SUMMERLIN COMMONS BLVD. STREET 2: SUITE 500 CITY: FT. MYERS STATE: FL ZIP: 33907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEFLY INC CENTRAL INDEX KEY: 0001030896 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133612110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0403 BUSINESS ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2129448000 MAIL ADDRESS: STREET 1: 42 WEST 39TH ST CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: PIVOT RULES INC DATE OF NAME CHANGE: 19970305 3 1 k329603_3.xml OWNERSHIP DOCUMENT X0206 3 2012-11-30 0 0001030896 BLUEFLY INC BFLY 0001493557 Gallagher James G C/O BLUEFLY, INC. 42 WEST 39TH STREET NEW YORK, NY 10018 0 1 0 0 Chief Financial Officer Stock Option (Right to Buy) 0.74 2022-11-30 Common Stock 400000 D The Stock Options vest with respect to 50,000 shares on the six-month anniversary of the date of grant, and vest with respect to the remainder of the shares in 42 equal monthly installments, with the first such installment vesting on the seven-month anniversary of the date of grant. Notwithstanding the foregoing, in the event a Change of Control (as defined in Mr. Gallagher's Employment Agreement) occurs during the term of Mr. Gallagher's employment, one half of any unvested stock options that have not vested as of the date of such Change of Control shall be deemed fully vested as of such date, and the remaining unvested stock options shall vest on the earlier of (a) the scheduled vesting date or (b) 12 months from the date of such Change of Control, subject, in each case, to Mr. Gallagher's continued employment with the Company as of such date. /s/ James Gallagher 2012-12-04