Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
QUANTUM INDUSTRIAL PARTNERS LDC ET AL
  2. Issuer Name and Ticker or Trading Symbol
BLUEFLY INC [BFLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
KAYA FLAMBOYAN 9, WILLEMSTAD, CURACAO
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009
(Street)

NETHERLANDS ANTILLES, P8 
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/21/2009   J(1)   1,064,400 A $ 1.7 5,924,515 D (2)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $ 3.65 (1) 12/21/2009   J(1)     $ 1,809,480 07/23/2008 07/23/2011 Common Stock 1,064,400 $ 0 0 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
QUANTUM INDUSTRIAL PARTNERS LDC ET AL
KAYA FLAMBOYAN 9
WILLEMSTAD, CURACAO
NETHERLANDS ANTILLES, P8 
    X    
QIH MANAGEMENT INVESTOR LP
888 SEVENTH AVENUE
33RD FLOOR
NEW YORK, NY 10106
    X    
QIH MANAGEMENT LLC
888 SEVENTH AVENUE
33RD FLOOR
NEW YORK, NY 10106
    X    
SOROS FUND MANAGEMENT LLC
888 SEVENTH AVENUE
33RD FLOOR
NEW YORK, NY 10106
    X    

Signatures

 /s/ Jay Schoenfarber, Attorney-in-Fact for Quantum Industrial Partners LDC   12/23/2009
**Signature of Reporting Person Date

 /s/ Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC, which is the general partner of QIH Management Investor, L.P.   12/21/2009
**Signature of Reporting Person Date

 /s/ Jay Schoenfarber, as Assistant General Counsel of Soros Fund Management, LLC, which is the Managing Member of QIH Management LLC   12/21/2009
**Signature of Reporting Person Date

 /s/ Jay Schoenfarber, as Assistant General Counsel   12/21/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Convertible Promissory Note is convertible at the option of the holder (i) into that number of shares of common stock, $0.01 par value per share, of the issuer equal to the principal amount of the note divided by $3.65, or (ii) into that number of equity securities of the issuer sold in cash in a future financing ("Subsequent Securities") equal to the principal amount of the note divided by the lowest price paid by any purchaser of the Subsequent Securities (the "Subsequent Conversion Price"). On December 21, 2009, Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands ("QIP") converted the Convertible Promissory Note into shares of the issuer's common stock, $0.01 par value per share ("Common Stock"), at a conversion price of $1.70 per share in accordance with clause (ii) of the previous sentence, resulting in the issuance to QIP of 1,064,400 shares of common stock.
(2) These securities are held for the account of 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, is the sole managing member of QIH Management.

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