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, 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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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*
BESSEMER VENTURE PARTNERS IV LP

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLUE NILE INC [ NILE ]
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)
05/25/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/26/2004
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 05/25/2004 S 171,487 ( 8 ) ( 11 ) D $20.5 1,543,386 D ( 1 )
Common Stock 05/25/2004 S 114,324 ( 8 ) ( 11 ) D $20.5 1,028,924 D ( 2 )
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*
BESSEMER VENTURE PARTNERS IV LP

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BURGIN WILLIAM T

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BESSEC VENTURES IV LP

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DEER IV & CO LLC

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COWAN DAVID J/CA

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GABRIELI CHRISTOPHER

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARDYMON G FELDA

(Last) (First) (Middle)
1865 PALMER AVENUE, SUITE 104

(Street)
LARCHMONT NY 10538

(City) (State) (Zip)
Explanation of Responses:
1. Shares are held by Bessemer Venture Partners IV L.P. ("BVP IV"). Deer IV & Co.,LLC ("Deer IV"), the general partner of BVP IV, and William T. Burgin, David J. Cowan, Christopher F. O. Gabrieli and G. Felda Hardymon, the managing members of Deer IV, may be deemed to share voting and dispositive power over the shares held by BVP IV. Such persons and entities disclaim beneficial ownership of shares held by BVP IV except to the extent of any pecuniary interest therein.
2. Shares are held by Bessec Ventures IV L.P. ("Bessec IV"). Deer IV, the general partner of Bessec IV, and William T. Burgin, David J. Cowan, Christopher F. O. Gabrieli and G. Felda Hardymon, the managing members of Deer IV, may be deemed to share voting and dispositive power over the shares held by Bessec IV. Such persons and entities disclaim beneficial ownership of shares held by Bessec IV except to the extent of any pecuniary interest therein.
8. Represent shares of Common Stock sold to the underwriters of the Issuer's initial public offering.
11. This amendment is being filed to modify the number of shares of Common Stock sold to the underwriters of the Issuer's initial public offering.
/s/ J. Edmund Colloton, Manager of Deer IV & Co. LLC, the general partner of the Reporting Person 07/16/2004
** 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 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).
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