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 *
SOROS GEORGE
   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)
888 SEVENTH AVENUE,, 33RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012
(Street)

NEW YORK, NY 10106		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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               11,754 (1) D  
Common Stock               6,480,070 I See footnote (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
Common Stock Warrants $ 5.1             03/26/2008 03/26/2013 Common Stock 156   156 D  
Common Stock Warrants $ 5.1             03/26/2008 03/26/2013 Common Stock 31,665   31,665 I See footnote (2)
Common Stock Warrants $ 7.8 (3)             03/17/2003 03/17/2013 Common Stock 7   7 D  
Common Stock Warrants $ 7.8 (3)             03/17/2003 03/17/2013 Common Stock 2,421 (3)   2,421 (3) I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SOROS GEORGE
888 SEVENTH AVENUE,
33RD FLOOR
NEW YORK, NY 10106		     X    

Signatures

 /s/ Jodye Anzalotta, as Attorney-in-Fact   04/03/2012
**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) 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.
(2) 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.
(3) 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.

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