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Zimmerman Michael, et al. – ‘3’ for 6/5/06 re: Bluefly Inc.

On:  Thursday, 6/15/06, at 5:27pm ET   ·   For:  6/5/06   ·   As:  10% Owner   ·   Accession #:  902664-6-1659   ·   File #:  1-14498

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/15/06  Zimmerman Michael                 3          10% Owner   2:7K   Bluefly Inc.                      Schulte Roth & Z… LLP/FA
          Prentice Capital Management, LP

Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML      7K 
                Securities by an Insider -- form3_ex.xml/2.2                     
 2: EX-99       Joint Filer Information                                1      4K

‘3’   —   Initial Statement of Beneficial Ownership of Securities by an Insider — form3_ex.xml/2.2



        

This ‘3’ Document is an XML Data File that may be rendered in various formats:

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Initial Statement of Beneficial Ownership of Securities by an Insider
 
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Prentice Capital Management, LP
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
6/5/06		3. Issuer Name and Ticker or Trading Symbol
BLUEFLY INC [ BFLY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ("Common Stock")30,386,297I (1) (2)See (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Prentice Capital Management, LP
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Zimmerman Michael
(Last)(First)(Middle)
900 THIRD AVENUE, 11TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
Explanation of Responses:
(1)  Prentice Capital Management, LP (the Investment Manager) serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P. ) and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. Michael Zimmerman (Mr. Zimmerman) is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts.
(2)  Neither the Investment Manager nor Mr. Zimmerman directly own any shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman may be deemed to beneficially own 30,386,297 shares of Common Stock, which represents approximately 23.9% of the outstanding shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares of Common Stock included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest.
PRENTICE CAPITAL MANAGEMENT, LP, By: /s/ Michael Weiss as Chief Financial Officer 6/15/06
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.

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