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 * Prentice Capital Management, LP   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) 33 BENEDICT PLACE, 2ND FLOOR,  3. Date of Earliest Transaction (Month/Day/Year) 05/23/2013 (Street) GREENWICH, CT 06830 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 05/23/2013   S(1)   3,371,959 D $ 0.0076 0 I (2) (3) See notes (2) (3)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prentice Capital Management, LP 33 BENEDICT PLACE, 2ND FLOOR GREENWICH, CT 06830		X
Zimmerman Michael C/O PRENTICE CAPITAL MANAGEMENT, L.P. 623 FIFTH AVENUE, 32ND FLOOR NEW YORK, NY 10022	X	X

Signatures

PRENTICE CAPITAL MANAGEMENT, LP By: Michael Zimmerman, Investment Manager /s/ Michael Zimmerman		05/29/2013
**Signature of Reporting Person		Date
/s/ Michael Zimmerman		05/29/2013
**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)	On May 23, 2013, Prentice Consumer Partners, LP ("PCP") entered into a Stock Purchase Agreement pursuant to which it sold the shares of Common Stock of the Issuer reported herein to Runway Acquisition Sub, Inc. in a private transaction.
(2)	The shares of Common Stock of the Issuer reported herein were owned directly by PCP. Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to PCP. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager.
(3)	Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares of Common Stock reported herein to the extent such beneficial ownership exceeds such person's pecuniary interest therein.

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