Blue Sphere (BLSP) SC 13D/A Blue Sphere Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Blue Sphere Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09605C202

(CUSIP Number)

Adam D. Averbach, Esq.

Lazarus Management Company LLC

3200 Cherry Creek South Drive, Suite 670

Denver, CO  80209

(303) 500-8821

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 9, 2016

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box☒

SCHEDULE 13D

CUSIP No. 09605C202

1	NAMES OF REPORTING PERSONS
	Lazarus Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			73,651,155
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			73,651,155
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	73,651,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.4%
14	TYPE OF REPORTING PERSON
	IA

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SCHEDULE 13D

CUSIP No. 09605C202

1	NAMES OF REPORTING PERSONS
	Justin B. Borus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			73,651,155
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			73,651,155
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	73,651,155
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.4%
14	TYPE OF REPORTING PERSON
	IN, HC

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SCHEDULE 13D

CUSIP No. 09605C202

1	NAMES OF REPORTING PERSONS
	Lazarus Israel Opportunities Fund LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			51,978,831
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			51,978,831
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,978,831
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	22.6%
14	TYPE OF REPORTING PERSON
	PN

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SCHEDULE 13D

CUSIP No. 09605C202

1	NAMES OF REPORTING PERSONS
	Lazarus Israel Opportunities Fund II LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			10,599,120
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			10,599,120
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,599,120
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.8%
14	TYPE OF REPORTING PERSON
	PN

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SCHEDULE 13D

CUSIP No. 09605C202

1	NAMES OF REPORTING PERSONS
	Lazarus Investment Partners LLLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐  (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			11,073,204
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			11,073,204
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,073,204
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.0%
14	TYPE OF REPORTING PERSON
	PN

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Explanatory Note

This Amendment No. 2 amends and supplements the statement on Schedule 13D originally filed by Lazarus Management Company LLC (“Lazarus Management”), Justin B. Borus, Lazarus Israel Opportunities Fund LLLP (“Lazarus Israel I”), Lazarus Israel Opportunities Fund II LLLP (“Lazarus Israel II”) and Lazarus Investment Partners LLLP (“Lazarus Partners”).  Lazarus Management, Mr. Borus, Lazarus Israel I, Lazarus Israel II and Lazarus Partners are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”  Lazarus Israel I, Lazarus Israel II and Lazarus Partners are collectively referred to as the “Funds.”  A joint filing agreement of the Reporting Persons is attached hereto as Exhibit A.  All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.  The information set forth in response to each Item shall be deemed to be a response to all Items where such information is relevant.

Item 5.  Interest in Securities of the Issuer.

(a)-(e)  Reference is made to Items 7, 9, 11 and 13 of pages 2-6 of this Schedule, which items are incorporated by reference.  The securities reported on this Schedule by Lazarus Israel I consist of 39,478,831 Shares and warrants to purchase an additional 12,500,000 Shares (“Warrants”).  The securities reported by Lazarus Israel II consist of 7,871,847 Shares and 2,727,273 Warrants.  The securities reported by Lazarus Partners consist of 8,800,476 Shares and 2,272,728 Warrants.  The securities reported by Lazarus Management and Mr. Borus consists of the sums of the Shares and Warrants held by the Funds.  The calculation of percentage of beneficial ownership in Item 13 of pages 2-6 was calculated based on 217,317,675 Shares outstanding which includes the total outstanding number reported by the Issuer in its Form 10-Q filed on February 22, 2016, supplemented by the 35,000,000 Shares issued in connection with the private placement transaction entered into with the Reporting Persons on February 15, 2016 as previously disclosed.

The Reporting Persons effected the transactions in the Issuer’s shares as set forth in Exhibit B since the most recent filing on Schedule 13D on March 3, 2016.

Item 7.  Material to Be Filed as Exhibits.

Exhibit A:	Joint Filing Agreement, dated as of March 10, 2016, by and among Lazarus Management Company LLC, Justin B. Borus, Lazarus Israel Opportunities Fund LLLP, Lazarus Israel Opportunities Fund II LLLP and Lazarus Investment Partners LLLP.
Exhibit B:	Transactions in Shares effected since most recent filing on Schedule 13D on March 3, 2016.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  March 10, 2016

LAZARUS MANAGEMENT COMPANY LLC

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title:  Manager 

/s/ Justin B. Borus

Justin B. Borus

LAZARUS ISRAEL OPPORTUNITIES FUND LLLP

By: Lazarus Management Company LLC

       its general partner

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title:  Manager 

LAZARUS ISRAEL OPPORTUNITIES FUND II LLLP

By: Lazarus Management Company LLC

       its general partner

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title:  Manager 

LAZARUS INVESTMENT PARTNERS LLLP

By: Lazarus Management Company LLC

       its general partner

By: /s/ Justin B. Borus

Name: Justin B. Borus

Title:  Manager 

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