Ownership Submission
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 *
MAVERICK CAPITAL LTD
   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)
300 CRESCENT COURT, 18TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/21/2009
(Street)

DALLAS, TX 75201		 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 12/21/2009   C   665,471 A $ 1.7 3,704,101 I See footnote (1) (2)

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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
Convertible Promissory Note $ 1.7 12/21/2009   C     $ 215,580 07/23/2008 07/23/2011 Common Stock 126,812 (3) $ 0 0 I See footnote (4)
Convertible Promissory Note $ 1.7 12/21/2009   C     $ 426,720 07/23/2008 07/23/2011 Common Stock 251,012 (3) $ 0 0 I See footnote (5)
Convertible Promissory Note $ 1.7 12/21/2009   C     $ 489,000 07/23/2008 07/23/2011 Common Stock 287,647 (3) $ 0 0 I See footnote (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MAVERICK CAPITAL LTD
300 CRESCENT COURT
18TH FLOOR
DALLAS, TX 75201		     X    
MAVERICK FUND USA LTD
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501		     X    
MAVERICK FUND LDC
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 75201		     X    
MAVERICK FUND II LTD
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501		     X    
MAVERICK CAPITAL MANAGEMENT LLC
300 CRESCENT COURT
18TH FLOOR
DALLAS, TX 75201		     X    
AINSLIE LEE S III
767 FIFTH AVENUE
11TH FLOOR
NEW YORK, NY 10153		     X    

Signatures

 /s/ John T. McCafferty, Attorney-in-Fact   12/23/2009
**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) These shares of restricted common stock are held for the benefit of Maverick Fund USA, Ltd., Maverick Fund II, Ltd., and Maverick Fund, L.D.C. (the "Portfolio Funds"). Maverick Capital, Ltd. ("Maverick Capital") is a registered investment adviser under the Investment Advisers Act of 1940, as amended and acts as the investment manager for each of 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.
(2) Includes 705,817 shares held by Maverick Fund USA, Ltd.; 1,397,171 shares held by Maverick Fund II, Ltd.; and 1,601,113 shares held by Maverick Fund, L.D.C.
(3) As previously reported by the Reporting Persons on Form 4, from July 23, 2008 the securities were convertible at the option of the holder into a number of shares of Common Stock equal to the principal amount of the note divided by the initial conversion price of $3.65 per share, subject to adjustment to a number of shares of Common Stock equal to the principal amount of the note divided by the lowest price paid by any purchaser of equity securities from the Issuer for cash in a financing subsequent to July 28, 2008 (the "Subsequent Conversion Price"). As a result of the Issuer's sale of Subsequent Securities to a party unrelated to the Reporting Persons at a price of $1.70 per share, the Subsequent Conversion Price was fixed at $1.70 per share.
(4) By Maverick Fund USA, Ltd.
(5) By Maverick Fund II, Ltd.
(6) By Maverick Fund, L.D.C.

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