OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response. . . 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Bluefly, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------
(Title of Class of Securities)
0966227103
-------------------------------------------------------
(CUSIP Number)
January 30, 2006
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
-------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 096227103 PAGE 2 OF 5 PAGES
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Patrick C. Barry
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
1,816,572
--------------------------------------------------------------
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 1,816,572
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,816,572
--------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
PAGE 3 OF 5 PAGES
Item 1. (a) Name of Issuer:
Bluefly, Inc.
(b) Address of Issuer's Principal Executive Offices:
42 West 39th Street
New York, New York 10018
Item 2. (a) Name of Person Filing:
Patrick C. Barry
(b) Address of Principal Business Office or, if none, Residence:
Mr. Barry's business address is 42 West 39th Street,
New York, New York 10018.
(c) Citizenship:
United States citizen
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
096227103
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Section 240.13d-1(b)
(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
PAGE 4 OF 5 PAGES
Item 4. Ownership.
As of the date hereof, Patrick C. Barry beneficially owns
1,816,572 shares of common stock of the Issuer (the "Shares"),
representing approximately 8.7% of the Shares outstanding,
including: (i) 5,000 Shares; and (ii) 1,811,572 Shares issuable
upon the exercise of stock options that are exercisable within 60
days of the date hereof.
Mr. Barry has the sole voting and dispositive power with
respect to all 1,811,572 Shares beneficially owned by him.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
PAGE 5 OF 5 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 30, 2006
-------------------------
(Date)
/s/ Patrick C. Barry
-------------------------
(Signature)
Patrick C. Barry
-------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)