Blue Sphere (BLSP) Form 3 BLUE SPHERE / INVESTMENT PARTNERS LLLP LAZARUS ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Lazarus Management Co LLC

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

(Street)

DENVER CO 80209

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2016

3. Issuer Name and Ticker or Trading Symbol
BLUE SPHERE CORP. [ BLSP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	49,948,618	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	02/15/2016	02/15/2021	Common Stock	17,500,001	0.1	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

Lazarus Management Co LLC

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

(Street)

DENVER CO 80209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BORUS JUSTIN B

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

SUITE 670

(Street)

DENVER CO 80209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lazarus Israel Opportunities Fund LLLP

(Last) (First) (Middle)

3200 CHERRY CREEK DRIVE, SUITE 670

(Street)

DENVER CO 80209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lazarus Israel Opportunities Fund II LLLP

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

SUITE 670

(Street)

DENVER CO 80209

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAZARUS INVESTMENT PARTNERS LLLP

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

SUITE 670

(Street)

DENVER CO 80209

(City) (State) (Zip)

Explanation of Responses:

1. This form is filed jointly by Lazarus Management Company LLC ("Lazarus Management"), Justin B. Borus, Lazarus Israel Opportunities Fund LLLP ("Lazarus Israel I"), Lazarus Israel Opportunities Fund II ("Lazarus Israel II") and Lazarus Investment Partners LLLP ("Lazarus Partners" and together with Lazarus Israel I and Lazarus Israel II, the "Funds"). The securities reported herein are owned directly by the Funds as follows: (i) Lazarus Israel I owns 34,637,404 shares of common stock and 12,500,000 warrants; (ii) Lazarus Israel II owns 6,510,738 shares of common stock and 2,727,273 warrants; and (iii) Lazarus Partners owns 8,800,476 shares of common stock and 2,272,728 warrants. Lazarus Management is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Lazarus Management.

2. Each of Lazarus Management and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein. Each of the Funds expressly disclaims beneficial ownership of the shares held by the other Funds. The filing of this Form 3 shall not be construed as an admission that either Lazarus Management or Mr. Borus, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.

Remarks:

	Lazarus Management Company LLC By: /s/ Justin B. Borus, manager	02/18/2016
	/s/ Justin B. Borus	02/18/2016
	Lazarus Israel Opportunities Fund LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, manager	02/18/2016
	Lazarus Israel Opportunities Fund II LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, manager	02/18/2016
	Lazarus Investment Partners LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, manager	02/18/2016
	** Signature of Reporting Person	Date
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 5 (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.