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Guez Elizabeth – ‘4’ for 5/23/08 re: Blue Holdings, Inc.

On:  Monday, 12/1/08, at 9:47pm ET   ·   For:  5/23/08   ·   As:  10% Owner   ·   Accession #:  1144204-8-67351   ·   File #:  0-33297

Previous ‘4’:  ‘4’ on 5/28/08 for 5/23/08   ·   Latest ‘4’:  This Filing

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

12/01/08  Guez Elizabeth                    4          10% Owner   1:13K  Blue Holdings, Inc.               Toppan Merrill/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     13K 
                Securities by an Insider -- v133903_ex.xml/3.3


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Guez Elizabeth
(Last)(First)(Middle)
C/O BLUE HOLDINGS, INC.
5804 E. SLAUSON AVENUE
(Street)
COMMERCECA90040
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
BLUE HOLDINGS, INC. [ BLHI.PK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
5/23/08
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
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)
CodeVAmount(A) or (D)Price
Common Stock 9/23/08 J (1) 1,750,000D$0.82,008,500D
Common Stock 9/23/08 J (1) 1,750,000D$0.816,028,757I (2)By Paul Guez, Spouse
Common Stock 11/26/08 P 40,000A$0.132516,068,757I (2)By Paul Guez, Spouse
Common Stock 12/1/08 C 4,623,589A$0.5820,692,346I (2)By Paul Guez, Spouse
Common Stock 117,382I (3)By Paul and Beth Guez Living Trust
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
8% Senior Secured Convertible Note$0.4 9/23/08 J (1) 1,618,093 9/23/08 3/1/11Common Stock4,045,233 (1)1,618,093D
Common Stock Purchase Warrant$0.4 9/23/08 J (1) 1,415,832 9/23/08 9/23/13Common Stock1,415,832 (1)1,415,832D
Series A Convertible Preferred Stock$0.58 12/1/08 C 1,000,000 11/28/07 (4)Common Stock4,623,589$2.68160I (2)By Paul Guez, Spouse
Explanation of Responses:
(1)  On September 23, 2008, pursuant to a Settlement Agreement and Mutual Release with the Registrant, the Reporting Person and her spouse rescinded the conversion on March 5, 2008 of $1,400,000 of indebtedness under a line of credit agreement with the Reporting Person's spouse into 1,750,000 shares of the Registrant's common stock, the Reporting Person's spouse forgave $700,000 of indebtedness under the line of credit, the Registrant issued the 8% Senior Secured Convertible Note and the Warrant jointly to the Reporting Person and her spouse in settlement of all amounts owed to the Reporting Person, her spouse and their affiliates as of September 23, 2008 (other than certain amounts outside of the line of credit accrued during fiscal 2008 and set forth in the Settlement Agreement and Mutual Release), and the Registrant, the Reporting Person and her spouse mutually released each other from existing claims.
(2)  The Reporting Person may be deemed to beneficially own the shares directly held by the Reporting Person's spouse, but disclaims beneficial ownership in such securities, except to the extent of the Reporting Person's pecuniary interest therein.
(3)  Each of the Reporting Person and Paul Guez are Co-Trustees of the Living Trust and have voting and dispositive control of the securities held by the Trust and accordingly may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein.
(4)  The Series A Convertible Preferred Stock has no expiration date.
/s/ Elizabeth Guez 12/1/08
** 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 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).
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.
____________
Transaction Codes:
    C    Conversion of derivative security.
    J    Other acquisition or disposition.
    P    Open market or private purchase of non-derivative or derivative security.

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