13D Filing: Lazarus Management Company Loads Up on Blue Sphere Corp. (BLSP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No.  )

Under the Securities Exchange Act of 1934

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
	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
			67,448,619
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			67,448,619
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,448,619
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)
	28.7%
14	TYPE OF REPORTING PERSON
	IN, HC

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
			47,137,404
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			47,137,404
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	47,137,404
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)
	20.5%
14	TYPE OF REPORTING PERSON
	PN

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
			9,238,011
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,238,011
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,238,011
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)
	4.2%
14	TYPE OF REPORTING PERSON
	PN

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

Item 1.  Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Shares”) of Blue Sphere Corporation, a Nevada corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 301 McCullough Drive, 4^th Floor, Charlotte, North Carolina 28262.

Item 2.  Identity and Background.

(a), (f)  This statement is being filed by Lazarus Management Company LLC, a Colorado limited liability company (“Lazarus Management”), Justin B. Borus, a United States citizen, Lazarus Israel Opportunities Fund LLLP, a Delaware limited liability limited partnership (“Lazarus Israel I”), Lazarus Israel Opportunities Fund II LLLP, a Delaware limited liability limited partnership (“Lazarus Israel II”) and Lazarus Investment Partners LLLP, a Delaware limited liability limited partnership (“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.

(b)  The business address for each of the Reporting Persons is 3200 Cherry Creek South Drive, Suite 670, Denver, Colorado 80209.

(c)  Mr. Borus is the manager of Lazarus Management, the investment adviser and general partner of each of the Funds.  Each of the Reporting Persons is engaged in the business of investment.

(d)  During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  Except as described below, during the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On September 10, 2014, Lazarus Management entered into a negotiated settlement with the United States Securities and Exchange Commission (File No. 3-16068) relating to alleged violations (i.e., late filings) of Sections 13(d) and 16(a) of the Exchange Act of 1934 and Rules 13d-1, 13d-2 and 16a-3 promulgated thereunder. Lazarus Management agreed to the terms of the settlement, without admitting or denying any wrongdoing, paid a civil money penalty of $60,000 and agreed to cease and desist from any future violations.  The SEC’s order noted that, in determining to accept the offer, the SEC considered certain remedial acts undertaken by Lazarus Management and cooperation afforded to the SEC staff.

Item 3.  Source and Amount of Funds or Other Consideration.

The source of funds for the Reporting Persons’ acquisition of the Shares referred to in Item 4 below was the working capital or funds available for investment of the Funds.