MAVERICK FUND II LTD 4
4 · BLUEFLY INC · Filed Jul 25, 2008
Insider Transaction Report
Form 4
BLUEFLY INCBFLY
MAVERICK CAPITAL LTD
10% Owner
Transactions
- Other
Convertible Promissory Note
2008-07-23(indirect: See Footnote)Exercise: $3.65From: 2008-07-23Exp: 2011-07-23→ Common Stock (59,063 underlying)
Footnotes (8)
- [F1]On March 26, 2008, Bluefly, Inc. (the "Issuer") entered into a Standby Commitment Agreement with Maverick Fund USA, Ltd., Maverick Fund II, Ltd., Maverick Fund, L.D.C. and certain other unrelated investors to provide the Issuer with debt financing up to $3,000,000 (the "Commitment Amount"). On July 23, 2008, the Issuer borrowed the full Commitment Amount pursuant to a Note Purchase Agreement and issued convertible promissory notes.
- [F2]These securities are convertible at the option of the holder into (i) 59,063 shares of common stock, $0.01 par value per share of the Issuer ("Common Stock") or (ii) that number of equity securities the Issuer sells for cash in a future financing (the "Subsequent Securities") equal to the principal amount of the note divided by the lowest price paid by any purchaser of the Subsequent Securities (the "Subsequent Conversion Price").
- [F3]These securities are convertible at the option of the holder into (i) 133,973 shares of Common Stock or (ii) that number of Subsequent Securities equal to the principal amount of the note divided by the Subsequent Conversion Price.
- [F4]These securities are convertible at the option of the holder into (i) 116,910 shares of Common Stock or (ii) that number of Subsequent Securities equal to the principal amount of the note divided by the Subsequent Conversion Price.
- [F5]Maverick Capital, Ltd. ("Maverick Capital"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, acts as the investment manager for the Portfolio Funds, and has sole voting and dispositive power over the securities held by the Portfolio Funds. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management who is granted sole investment decision pursuant to Maverick Management's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- [F6]By Maverick Fund USA, Ltd.
- [F7]By Maverick Fund, L.D.C.
- [F8]By Maverick Fund II, Ltd.