X0305 4 2012-03-30 0 0001030896 BLUEFLY INC BFLY 0000900203 SOROS GEORGE 888 SEVENTH AVENUE, 33RD FLOOR NEW YORK NY 10106 0 0 1 0 Common Stock 11754 D Common Stock 6480070 I See footnote Common Stock Warrants 5.1 2008-03-26 2013-03-26 Common Stock 156 156 D Common Stock Warrants 5.1 2008-03-26 2013-03-26 Common Stock 31665 31665 I See footnote Common Stock Warrants 7.8 2003-03-17 2013-03-17 Common Stock 7 7 D Common Stock Warrants 7.8 2003-03-17 2013-03-17 Common Stock 2421 2421 I See footnote This Form 4 is being filed in connection with a pro-rata in-kind distribution for no consideration (the "Distribution") by SFM Domestic Investments LLC, a Delaware limited liability company ("SFMD"), to its members pursuant to which the Reporting Person, a member of SFM Domestic Investments LLC, directly received 11,754 shares of Common Stock, 156 shares of Common Stock issuable upon the exercise of certain warrants that expire March 26, 2013, and 7 shares of Common Stock issuable upon the exercise of certain warrants that expire March 17, 2013. The Reporting Person had previously reported indirect beneficial ownership of the 193,909 shares of the Issuer's common stock held by SFMD that were the subject of the Distribution. These securities are held for the benefit of Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("QIP"). QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership ("QIHMI"), is a minority shareholder of, and is vested with investment discretion with respect to portfolio assets held for the account of, QIP. The sole general partner of QIHMI is QIH Management LLC, a Delaware limited liability company ("QIH Management"). Soros Fund Management LLC, a Delaware limited liability company ("SFM"), is the sole managing member of QIH Management. The Reporting Person is the Chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over securities held for the account of QIP. The number of the securities has been adjusted to give effect to the 1-for-10 reverse stock split of the Common Stock of the Issuer, effective as of April 3, 2008. The exercise price of the securities has been adjusted so as to equal the split-adjusted closing price of the Common Stock on the day immediately preceding the issuance of the securities. /s/ Jodye Anzalotta, as Attorney-in-Fact 2012-04-03