Blue Sphere (BLSP) Form 4 BLUE SPHERE / Israel Opportunities Fund II LLLP Lazarus ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lazarus Management Co LLC

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

SUITE 670

(Street)

DENVER CO 80209

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

4. 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 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	11/08/2016		L		25,000(1)	A	$0.0753(2)	65,768,295	I	See Footnotes(5)(6)
Common Stock	11/10/2016		L		25,000(1)	A	$0.0683(3)	65,793,295	I	See Footnotes(5)(6)
Common Stock	11/11/2016		L		5,000(1)	A	$0.069	65,798,295	I	See Footnotes(5)(6)
Common Stock	11/14/2016		L		15,000(1)	A	$0.069	65,813,295	I	See Footnotes(5)(6)
Common Stock	11/15/2016		L		5,000(1)	A	$0.0685	65,818,295	I	See Footnotes(5)(6)
Common Stock	11/16/2016		L		5,000(1)	A	$0.0675	65,823,295	I	See Footnotes(5)(6)
Common Stock	12/02/2016		L		25,000(1)	A	$0.0655	65,848,295	I	See Footnotes(5)(6)
Common Stock	12/05/2016		P		88,600(1)	A	$0.06	65,936,895	I	See Footnotes(5)(6)
Common Stock	12/06/2016		P		25,000(1)	A	$0.059(4)	65,961,895	I	See Footnotes(5)(6)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Lazarus Management Co LLC

(Last) (First) (Middle)

3200 CHERRY CREEK SOUTH DRIVE

SUITE 670

(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 INVESTMENT PARTNERS 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 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)

Explanation of Responses:

1. Shares of common stock were purchased directly by Lazarus Israel Opportunities Fund II LLLP ("Lazarus Israel II").

2. The Price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.075 to $0.0765, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The Price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0688 to $0.0695, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The Price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.0589 to $0.059, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. 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 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 42,218,018 shares of common stock and 12,500,000 warrants; (ii) Lazarus Israel II owns 14,943,401 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 of the Funds, the general partner of Lazarus Partners, and Mr. Borus is the manager of Lazarus Management. Lazarus GP LLC ("Lazarus GP") is the general partner of Lazarus Israel I and Lazarus Israel II and Mr. Borus is the manager of Lazarus GP.

6. 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 4 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.

	Lazarus Management Company LLC By: /s/ Justin B. Borus, manager	12/07/2016
	/s/ Justin B. Borus	12/07/2016
	Lazarus Israel Opportunities Fund LLLP By: Lazarus GP LLC, its general partner By: /s/ Justin B. Borus, manager	12/07/2016
	Lazarus Israel Opportunities Fund II LLLP By: Lazarus GP LLC, its general partner By: /s/ Justin B. Borus, manager	12/07/2016
	Lazarus Investment Partners LLLP By: Lazarus Management Company LLC, its general partner By: /s/ Justin B. Borus, manager	12/07/2016
	** Signature of Reporting Person	Date
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