The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001517080
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
BLUECROSS BLUESHIELD VENTURE PARTNERS II, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2011
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BLUECROSS BLUESHIELD VENTURE PARTNERS II, L.P.
Street Address 1 Street Address 2
225 NORTH MICHIGAN AVENUE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
CHICAGO ILLINOIS 60601 312-297-6000

3. Related Persons

Last Name First Name Middle Name
KERRY BYLER
Street Address 1 Street Address 2
225 NORTH MICHIGAN AVENUE
City State/Province/Country ZIP/PostalCode
CHICAGO ILLINOIS 60601
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KOLODGY ROBERT
Street Address 1 Street Address 2
225 NORTH MICHIGAN AVENUE
City State/Province/Country ZIP/PostalCode
CHICAGO ILLINOIS 60601
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KRIGSTEIN ALAN
Street Address 1 Street Address 2
1901 MARKET STREET
City State/Province/Country ZIP/PostalCode
PHILADELPHIA PENNSYLVANIA 19103
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
DODI KWADWO O.
Street Address 1 Street Address 2
THREE PENN PLAZA EAST, PP-15D
City State/Province/Country ZIP/PostalCode
NEWARK NEW JERSEY 07105
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
JACOBY ROBERT C.
Street Address 1 Street Address 2
4800 DEERWOOD CAMPUS PARKWAY, DCC9-1
City State/Province/Country ZIP/PostalCode
JACKSONVILLE FLORIDA 32246
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
CLEARY MICHAEL R.
Street Address 1 Street Address 2
2500 ELMERTON AVENUE
City State/Province/Country ZIP/PostalCode
HARRISBURG PENNSYLVANIA 17177
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
BARTLETT MARK R.
Street Address 1 Street Address 2
600 EAST LAFAYETTE, MC 21/04
City State/Province/Country ZIP/PostalCode
DETROIT MICHIGAN 48226
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KENNEDY JEANNE A.
Street Address 1 Street Address 2
10455 MILL RUN CIRCLE
City State/Province/Country ZIP/PostalCode
OWINGS MILLS MARYLAND 21117
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
VICE CYNTHIA M.
Street Address 1 Street Address 2
450 RIVERCHASE PARKWAY EAST
City State/Province/Country ZIP/PostalCode
BIRMINGHAM ALABAMA 35298
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
RENALDI, SR. KEITH F.
Street Address 1 Street Address 2
LANDMARK CENTER 401 PARK DRIVE
City State/Province/Country ZIP/PostalCode
BOSTON MASSACHUSETTS 02215
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
GIBLIN JOHN
Street Address 1 Street Address 2
1 CAMERON HILL CIRCLE
City State/Province/Country ZIP/PostalCode
CHATTANOOGA TENNESSEE 37402
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
MARTORELL-BASANTA FRANCISCO
Street Address 1 Street Address 2
C/O TRIPLE-S MANAGEMENT CORPORATION P.O. BOX 363628
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00936
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
LEARDINI CHRISTOPHER
Street Address 1 Street Address 2
257 WEST GENESEE STREET
City State/Province/Country ZIP/PostalCode
BUFFALO NEW YORK 14202
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
SICKEL BRUCE E.
Street Address 1 Street Address 2
19 NORTH MAIN STREET
City State/Province/Country ZIP/PostalCode
WILKES-BARRE PENNSYLVANIA 18711
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
MYERS JACK A.
Street Address 1 Street Address 2
3000 EAST PINE AVENUE
City State/Province/Country ZIP/PostalCode
MERIDIAN IDAHO 83642
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
PERRY MITCHELL W.
Street Address 1 Street Address 2
5901 CHAPEL HILL ROAD
City State/Province/Country ZIP/PostalCode
DURHAM NORTH CAROLINA 27707
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
BEACHAM, III H.F.
Street Address 1 Street Address 2
2 MID AMERICA PLAZA, SUITE 200
City State/Province/Country ZIP/PostalCode
OAKBROOK TERRACE ILLINOIS 60181
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
SIMMONS ROLAND D.
Street Address 1 Street Address 2
1133 SW TOPEKA BOULEVARD
City State/Province/Country ZIP/PostalCode
TOPEKA KANSAS 66629
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
CAMERLINCK BRYAN R.
Street Address 1 Street Address 2
2301 MAIN STREET
City State/Province/Country ZIP/PostalCode
KANSAS CITY MISSOURI 64108
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
SCHUM RICHARD F.
Street Address 1 Street Address 2
4000 HOUSE AVENUE
City State/Province/Country ZIP/PostalCode
CHEYENNE WYOMING 82001
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
RIBBINK STEVE VAN LIER
Street Address 1 Street Address 2
818 KEEAUMOKU STREET
City State/Province/Country ZIP/PostalCode
HONALULU HAWAII 96814
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
ABRAHAM KAREN
Street Address 1 Street Address 2
8220 N 23RD AVENUE
City State/Province/Country ZIP/PostalCode
PHOENIX ARIZONA 85021
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
DETURK NANETTE P.
Street Address 1 Street Address 2
120 FIFTH AVENUE
City State/Province/Country ZIP/PostalCode
PITTSBURGH PENNSYLVANIA 15222
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
BROPHY TOM
Street Address 1 Street Address 2
50 BEALE STREET
City State/Province/Country ZIP/PostalCode
SAN FRANCISCO CALIFORNIA 94105
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
   Private Equity Fund
X Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii) X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2011-03-31    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $2,000,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $186,803,100 USD
or    Indefinite
Total Amount Sold $186,803,100 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

The general partner reserves the right to offer a greater or lesser amount of limited partner interests.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
23

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The investment manager is entitled to a performance fee and a management fee. The performance fee and management fee are fully discussed in the Issuer's confidential offering materials.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
BLUECROSS BLUESHIELD VENTURE PARTNERS II, L.P. /S/ ROBERT KOLODGY ROBERT KOLODGY PRESIDENT OF THE ISSUER 2013-08-30

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.