X0202 3 2006-06-05 0 0001030896 BLUEFLY INC BFLY 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock ("Common Stock") 30386297 I See Prentice Capital Management, LP (the Investment Manager) serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P. ) and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. Michael Zimmerman (Mr. Zimmerman) is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts. Neither the Investment Manager nor Mr. Zimmerman directly own any shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman may be deemed to beneficially own 30,386,297 shares of Common Stock, which represents approximately 23.9% of the outstanding shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares of Common Stock included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest. PRENTICE CAPITAL MANAGEMENT, LP, By: /s/ Michael Weiss as Chief Financial Officer 2006-06-15