13D November 2013


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Blue Nile, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)

09578R103
(CUSP Number)
Mark C. Vadon
c/o Blue Nile, Inc.
411 First Avenue South, Suite 700
Seattle, WA 98104
Telephone: (206) 336-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 30, 2013
(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 of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





CUSP No. 09578R103
 
 

1.
Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)
Mark Christopher Vadon
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o  
(b) o  
3.
SEC USE ONLY
4.
Source of Funds (See Instructions)
SC, PF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.
Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
7.
Sole Voting Power
231,905(1)
8.
Shared Voting Power
0
9.
Sole Dispositive Power
231,905(1)
10.
Shared Dispositive Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
231,905 (1)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.
Percent of Class Represented by Amount in Row (11)
1.79%(2)
14.
Type of Reporting Person (See Instructions)
IN

(1) Includes 128,466 shares of Common Stock, issuable upon the exercise of options that are exercisable within 60 days of November 12, 2013 and 1,164 restricted stock units releasable within 60 days of November 12, 2013 (after this time period, there remains 2,329 unvested restricted stock units ("RSUs")).
(2) This percentage is calculated based upon 12,803,661 shares of the Issuer’s Common Stock outstanding, as reported in Issuer’s quarterly report on Form 10-Q filed on November 5, 2013.





Explanatory Note: This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D previously filed with the United States Securities and Exchange Commission (the “SEC”) on April 20, 2012 (the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 5.
Interest in Securities of the Issuer
“Item 5. Interest in Securities of the Issuer” of Schedule 13D is hereby amended and restated as follows:
(a)
Mr. Vadon is the beneficial owner of 231,905 shares of Common Stock, representing 1.79% of the outstanding Common Stock. Mr. Vadon’s ownership includes 102,275 shares of Common Stock held directly and 129,630 shares of Common Stock issuable upon the exercise of options and release of RSUs that are exercisable or releasable within 60 days of November 12, 2013. All percentages in this paragraph relating to beneficial ownership of Common Stock are based on 12,803,661 shares of Common Stock outstanding as of October 30, 2013, as reported in Issuer’s quarterly report on Form 10-Q filed on November 5, 2013. The amount of additional shares of Common Stock that Mr. Vadon has the right to acquire within 60 days of November 12, 2013 (129,630 shares) are deemed to be outstanding for purposes of calculating his beneficial ownership percentage.

(b)
Mr. Vadon has the sole power to vote and dispose of all 231,905 shares of Common Stock, including the options. However, the shares of Common Stock underlying the options may not be voted unless and until such options are exercised and RSUs released and such shares are issued.

(c)
Since April 30, 2012, the filing date of his prior Schedule 13D, Mr. Vadon has effected the following transactions in the Common Stock:

Date of Transaction
Type of Transaction
Quantity
Price Per Share (excluding commissions) (1)($)
How Effected
5/18/2012
Grant of Options
11,519
N/A
N/A
5/22/2013
Grant of Restricted Stock Units
4,657
N/A
N/A
8/13/2013
Exercise of stock options
585
N/A
N/A
8/13/2013
Sale
585
38.5184
Open Market
8/14/2013
Exercise of stock options
1,784
N/A
N/A
8/14/2013
Sale
1,784
38.5773
Open Market
8/15/2013
Exercise of stock options
32,009
N/A
N/A
8/15/2013
Sale
32,009
38.5012
Open Market
8/20/2013
Exercise of stock options
2,840
N/A
N/A
8/20/2013
Sale
2,840
38.4062
Open Market
8/21/2013
Exercise of stock options
9,003
N/A
N/A
8/21/2013
Sale
9,003
38.5191
Open Market
8/22/2013
Exercise of stock options
23,843
N/A
N/A
8/22/2013
Sale
23,843
38.2915
Open Market
8/22/2013
Vest of Restricted Stock Units
1,164
N/A
N/A
8/26/2013
Exercise of stock options
7,500
N/A
N/A




Date of Transaction
Type of Transaction
Quantity
Price Per Share (excluding commissions) (1)($)
How Effected
8/26/2013
Sale
7,500
37.4648
Open Market
8/27/2013
Exercise of stock options
1,801
N/A
N/A
8/27/2013
Sale
1,801
37.0634
Open Market
8/28/2013
Exercise of stock options
2,501
N/A
N/A
8/28/2013
Sale
2,501
37.4218
Open Market
8/29/2013
Exercise of stock options
13,194
N/A
N/A
8/29/2013
Sale
13,194
37.1978
Open Market
8/30/2013
Exercise of stock options
800
N/A
N/A
8/30/2013
Sale
800
37.0479
Open Market
9/16/2013
Exercise of stock options
7,200
N/A
N/A
9/16/2013
Sale
7,200
38.6969
10b5-1Plan
9/16/2013
Exercise of stock options
6,500
N/A
N/A
9/16/2013
Sale
6,500
38.6908
10b5-1Plan
9/17/2013
Exercise of stock options
7,200
N/A
N/A
9/17/2013
Sale
7,200
38.7196
10b5-1Plan
9/17/2013
Exercise of stock options
6,500
N/A
N/A
9/17/2013
Sale
6,500
38.723
10b5-1Plan
9/18/2013
Exercise of stock options
7,200
N/A
N/A
9/18/2013
Sale
7,200
39.2055
10b5-1Plan
9/18/2013
Exercise of stock options
6,500
N/A
N/A
9/18/2013
Sale
6,500
39.1965
10b5-1Plan
9/18/2013
Exercise of stock options
12,000
N/A
N/A
9/18/2013
Sale
12,000
40.0418
10b5-1Plan
9/19/2013
Exercise of stock options
7,200
N/A
N/A
9/19/2013
Sale
7,200
39.635
10b5-1Plan
9/19/2013
Exercise of stock options
6,500
N/A
N/A
9/19/2013
Sale
6,500
39.6246
10b5-1Plan
9/19/2013
Exercise of stock options
4,400
N/A
N/A
9/19/2013
Sale
4,400
39.8102
10b5-1Plan
9/20/2013
Exercise of stock options
7,200
N/A
N/A
9/20/2013
Sale
7,200
39.8028
10b5-1Plan
9/20/2013
Exercise of stock options
6,500
N/A
N/A
9/20/2013
Sale
6,500
39.7991
10b5-1Plan
9/20/2013
Exercise of stock options
10,402
N/A
N/A
9/20/2013
Sale
10,402
39.9606
10b5-1Plan
9/23/2013
Exercise of stock options
7,200
N/A
N/A
9/23/2013
Sale
7,200
40.6073
10b5-1Plan
9/23/2013
Exercise of stock options
6,500
N/A
N/A
9/23/2013
Sale
6,500
40.6183
10b5-1Plan
9/23/2013
Exercise of stock options
12,500
N/A
N/A
9/23/2013
Sale
12,500
40.614
10b5-1Plan
9/24/2013
Exercise of stock options
7,200
N/A
N/A
9/24/2013
Sale
7,200
39.9349
10b5-1Plan
9/24/2013
Exercise of stock options
6,500
N/A
N/A
9/24/2013
Sale
6,500
39.9339
10b5-1Plan
9/24/2013
Exercise of stock options
12,500
N/A
N/A
9/24/2013
Sale
12,500
39.9963
10b5-1Plan




Date of Transaction
Type of Transaction
Quantity
Price Per Share (excluding commissions) (1)($)
How Effected
9/25/2013
Exercise of stock options
7,200
N/A
N/A
9/25/2013
Sale
7,200
39.9616
10b5-1Plan
9/25/2013
Exercise of stock options
6,500
N/A
N/A
9/25/2013
Sale
6,500
39.9459
10b5-1Plan
9/25/2013
Exercise of stock options
3,198
N/A
N/A
9/25/2013
Sale
3,198
40.0044
10b5-1Plan
9/26/2013
Gift
25,000
N/A
N/A
9/26/2013
Exercise of stock options
2,400
N/A
N/A
9/26/2013
Sale
2,400
41.6312
10b5-1Plan
9/26/2013
Exercise of stock options
4,800
N/A
N/A
9/26/2013
Sale
4,800
41.6312
10b5-1Plan
9/26/2013
Exercise of stock options
6,500
N/A
N/A
9/26/2013
Sale
6,500
41.6276
10b5-1Plan
9/26/2013
Exercise of stock options
2,500
N/A
N/A
9/26/2013
Sale
2,500
41.5817
10b5-1Plan
9/27/2013
Exercise of stock options
6,719
N/A
N/A
9/27/2013
Sale
6,719
41.0226
10b5-1Plan
9/27/2013
Exercise of stock options
481
N/A
N/A
9/27/2013
Sale
481
41.0226
10b5-1Plan
9/27/2013
Exercise of stock options
6,500
N/A
N/A
9/27/2013
Sale
6,500
41.0174
10b5-1Plan
9/27/2013
Exercise of stock options
2,500
N/A
N/A
9/27/2013
Sale
2,500
41.0317
10b5-1Plan
9/30/2013
Exercise of stock options
7,200
N/A
N/A
9/30/2013
Sale
7,200
40.4776
10b5-1Plan
9/30/2013
Exercise of stock options
6,500
N/A
N/A
9/30/2013
Sale
6,500
40.4709
10b5-1Plan
9/30/2013
Exercise of stock options
2,500
N/A
N/A
9/30/2013
Sale
2,500
40.4334
10b5-1Plan
10/1/2013
Exercise of stock options
7,200
N/A
N/A
10/1/2013
Sale
7,200
40.2219
10b5-1Plan
10/1/2013
Exercise of stock options
6,500
N/A
N/A
10/1/2013
Sale
6,500
40.228
10b5-1Plan
10/1/2013
Exercise of stock options
2,500
N/A
N/A
10/1/2013
Sale
2,500
40.2166
10b5-1Plan
10/2/2013
Exercise of stock options
7,200
N/A
N/A
10/2/2013
Sale
7,200
39.5538
10b5-1Plan
10/2/2013
Exercise of stock options
5,000
N/A
N/A
10/2/2013
Sale
5,000
39.5611
10b5-1Plan
10/2/2013
Exercise of stock options
1,500
N/A
N/A
10/2/2013
Sale
1,500
39.5567
10b5-1Plan
10/3/2013
Exercise of stock options
7,200
N/A
N/A
10/3/2013
Sale
7,200
39.2387
10b5-1Plan
10/3/2013
Exercise of stock options
6,500
N/A
N/A
10/3/2013
Sale
6,500
39.2345
10b5-1Plan
10/4/2013
Exercise of stock options
7,200
N/A
N/A
10/4/2013
Sale
7,200
39.3818
10b5-1Plan




Date of Transaction
Type of Transaction
Quantity
Price Per Share (excluding commissions) (1)($)
How Effected
10/4/2013
Exercise of stock options
6,500
N/A
N/A
10/4/2013
Sale
6,500
39.3836
10b5-1Plan
10/7/2013
Exercise of stock options
7,200
N/A
N/A
10/7/2013
Sale
7,200
39.1493
10b5-1Plan
10/7/2013
Exercise of stock options
6,500
N/A
N/A
10/7/2013
Sale
6,500
39.1487
10b5-1Plan
10/8/2013
Exercise of stock options
7,200
N/A
N/A
10/8/2013
Sale
7,200
37.8947
10b5-1Plan
10/8/2013
Exercise of stock options
2,816
N/A
N/A
10/8/2013
Sale
2,816
38.2995
10b5-1Plan
10/9/2013
Exercise of stock options
7,200
N/A
N/A
10/9/2013
Sale
7,200
37.05
10b5-1Plan
10/10/2013
Exercise of stock options
3,400
N/A
N/A
10/10/2013
Sale
3,400
37.2374
10b5-1Plan
10/10/2013
Exercise of stock options
3,800
N/A
N/A
10/10/2013
Sale
3,800
37.4119
10b5-1Plan
10/11/2013
Exercise of stock options
7,200
N/A
N/A
10/11/2013
Sale
7,200
37.2962
10b5-1Plan
10/14/2013
Exercise of stock options
7,200
N/A
N/A
10/14/2013
Sale
7,200
37.4168
10b5-1Plan
10/15/2013
Exercise of stock options
3,641
N/A
N/A
10/15/2013
Sale
3,641
37.0942
10b5-1Plan
10/16/2013
Exercise of stock options
7,200
N/A
N/A
10/16/2013
Sale
7,200
37.4512
10b5-1Plan
10/16/2013
Exercise of stock options
87
N/A
N/A
10/16/2013
Sale
87
38
10b5-1Plan
10/17/2013
Exercise of stock options
7,200
N/A
N/A
10/17/2013
Sale
7,200
38.0542
10b5-1Plan
10/17/2013
Exercise of stock options
6,500
N/A
N/A
10/17/2013
Sale
6,500
38.1234
10b5-1Plan
10/18/2013
Exercise of stock options
7,200
N/A
N/A
10/18/2013
Sale
7,200
39.205
10b5-1Plan
10/18/2013
Exercise of stock options
6,500
N/A
N/A
10/18/2013
Sale
6,500
39.1978
10b5-1Plan
10/21/2013
Exercise of stock options
7,200
N/A
N/A
10/21/2013
Sale
7,200
39.9274
10b5-1Plan
10/21/2013
Exercise of stock options
6,500
N/A
N/A
10/21/2013
Sale
6,500
39.934
10b5-1Plan
10/22/2013
Exercise of stock options
7,200
N/A
N/A
10/22/2013
Sale
7,200
40.3336
10b5-1Plan
10/22/2013
Exercise of stock options
6,500
N/A
N/A
10/22/2013
Sale
6,500
40.3346
10b5-1Plan
10/23/2013
Exercise of stock options
7,200
N/A
N/A
10/23/2013
Sale
7,200
40.2127
10b5-1Plan
10/23/2013
Exercise of stock options
2,097
N/A
N/A
10/23/2013
Sale
2,097
40.1926
10b5-1Plan
10/24/2013
Exercise of stock options
7,200
N/A
N/A




Date of Transaction
Type of Transaction
Quantity
Price Per Share (excluding commissions) (1)($)
How Effected
10/24/2013
Sale
7,200
40.5637
10b5-1Plan
10/25/2013
Exercise of stock options
7,200
N/A
N/A
10/25/2013
Sale
7,200
40.244
10b5-1Plan
10/28/2013
Exercise of stock options
7,200
N/A
N/A
10/28/2013
Sale
7,200
40.4299
10b5-1Plan
10/29/2013
Exercise of stock options
7,200
N/A
N/A
10/29/2013
Sale
7,200
41.2742
10b5-1Plan
10/30/2013
Exercise of stock options
7,200
N/A
N/A
10/30/2013
Sale
7,200
41.1013
10b5-1Plan
10/31/2013
Exercise of stock options
7,200
N/A
N/A
10/31/2013
Sale
7,200
41.3233
10b5-1Plan
11/1/2013
Exercise of stock options
7,200
N/A
N/A
11/1/2013
Sale
7,200
40.6039
10b5-1Plan
11/11/2013
Exercise of stock options
16,967
N/A
N/A
11/11/2013
Sale
16,967
44.0575
Open Market
11/12/2013
Exercise of stock options
5,692
N/A
N/A
11/12/2013
Sale
5,692
44.0536
Open Market
11/12/2013
Exercise of stock options
1,559
N/A
N/A
11/12/2013
Sale
1,559
44.0993
Open Market
(1)
Represents the weighted average sale price of all shares sold on such date.


Since November 12, 2013, Mr. Vadon has not effected any transactions in the Common Stock.

(a)
No other person is known to Mr. Vadon to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

(b)
As of October 30, 2013, Mr. Vadon ceased to be the beneficial owner of more than 5 percent of the Common Stock.

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The following table summarizes the terms of all outstanding options and awards that the Issuer has granted to Mr. Vadon since the Schedule 13D.

Total Number of Shares in Grant
No. of Shares
Exercise Price
Expiration Date
11,519
11,519
$29.67
5/17/2022
4,657
4,657
N/A
N/A

Item 7.
Material to be Filed as Exhibits.




(1)
2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.4.1 to the Issuer’s Registration Statement on Form S-1/A, as filed with the SEC on April 19, 2004).

(2)
Form of Stock Option Agreement pursuant to the 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.4.2 to the Issuer’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2005).

(3)
Form of Stock Grant Notice pursuant to the 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 23, 2004).

(4)
2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1.1 to the Issuer’s Current Report on Form S-8, as filed with the SEC on May 21, 2013).

(5)
Form of Restricted Stock Unit Grant Notice-Non-Employee Director under the Blue Nile, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1.6 to the Issuer’s Current Report on Form S-8, as filed with the SEC on May 21, 2013).

(6)
Form of Restricted Unit Award Agreement under the Blue Nile, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1.7 to the Issuer’s Current Report on Form S-8, as filed with the SEC on May 21, 2013).







    
Signatures
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.
Date:  November 19, 2013
 
/s/ Mark C. Vadon

 
Mark C. Vadon