Blue Nile, Inc.
BLUE NILE INC (Form: 3, Received: 05/19/2004 12:01:26)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden
hours per response...
0.5
                      
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
                      

1. Name and Address of Reporting Person *

IRVINE DIANE M

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/19/2004 

3. Issuer Name and Ticker or Trading Symbol

BLUE NILE INC [NILE]

(Last)        (First)        (Middle)

C/O BLUE NILE, INC., 705 FIFTH AVENUE S, SUITE 900

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

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Financial Officer /

(Street)

SEATTLE, WA 98104       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   259983   D    
Common Stock   2900   I   By son  
Common Stock   2900   I   By daughter  
Common Stock   2900   I   By daughter  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Option (right to buy)   6/6/2001   (1) 2/24/2012   Common Stock   15000   $.25   D    
Option (right to buy)   11/5/2000   (2) 2/24/2012   Common Stock   8889   $.25   D    
Option (right to buy)   12/13/2000   (3) 2/24/2012   Common Stock   15000   $.25   D    
Option (right to buy)   8/26/2002   (4) 2/24/2012   Common Stock   54166   $.25   D    
Option (right to buy)   8/26/2004   (5) 10/8/2013   Common Stock   40000   $8.75   D    

Explanation of Responses:
( 1)  25% of the option shares vest one year after June 6, 2000 and one-forty-eighth of the option shares vest in equal monthly installments over the following thirty-six months, provided however, that in addition if within one year after a transaction described in Section 11(c) of the Plan, one of the following events occurs: (i) a Optionee is terminated without Cause (as defined in the 1999 Equity Incentive Plan); (ii) a Optionee voluntarily terminates continuous service with the Company following a material reduction in such optionee's responsibilities and duties without Cause; or (iii) a Optionee voluntarily terminates continuous service with the Company following a relocation of the principal place where such optionee's responsibilities and duties are performed outside of a radius of thirty-five (35) miles; then remaining unvested options to purchase common stock (or stock subject to repurchase, if applicable) shall immediately vest.
( 2)  Shares vest monthly over a period of three (3) years from October 5, 2000 in an amount equal to one-thirty-sixth of the number of shares subject to option per month.
( 3)  25% of the option shares vest one year after December 13, 1999 and one-forty-eighth of the option shares vest in equal monthly installments over the following thirty-six months, provided however, that in addition if within one year after a transaction described in Section 11(c) of the Plan, one of the following events occurs: (i) a Optionee is terminated without Cause (as defined in the 1999 Equity Incentive Plan); (ii) a Optionee voluntarily terminates continuous service with the Company following a material reduction in such optionee's responsibilities and duties without Cause; or (iii) a Optionee voluntarily terminates continuous service with the Company following a relocation of the principal place where such optionee's responsibilities and duties are performed outside of a radius of thirty-five (35) miles; then remaining unvested options to purchase common stock (or stock subject to repurchase, if applicable) shall immediately vest.
( 4)  25% of the option shares vest one year after August 26, 2001 and one-forty-eighth of the option shares vest in equal monthly installments over the following thirty-six months, provided however, that in addition if within one year after a transaction described in Section 11(c) of the Plan, one of the following events occurs: (i) a Optionee is terminated without Cause (as defined in the 1999 Equity Incentive Plan); (ii) a Optionee voluntarily terminates continuous service with the Company following a material reduction in such optionee's responsibilities and duties without Cause; or (iii) a Optionee voluntarily terminates continuous service with the Company following a relocation of the principal place where such optionee's responsibilities and duties are performed outside of a radius of thirty-five (35) miles; then remaining unvested options to purchase common stock (or stock subject to repurchase, if applicable) shall immediately vest.
( 5)  25% of the option shares vest one year after August 26, 2003 and one-forty-eighth of the option shares vest monthly thereafter over the next three years, provided however, that in addition if within one year after a transactin described in Section 11(c) of the Plan, one of the following events occurs: (i) a Optionee is terminated without Cause (as defined in the 1999 Equity Incentive Plan); (ii) a Optionee voluntarily terminates continuous service with the Company following a material reduction in such optionee's responsibilities and duties without Cause; or (iii) a Optionee voluntarily terminates continuous service with the Company following a relocation of the principal place where such optionee's responsibilities and duties are performed outside of a radius of thirty-five (35) miles; then remaining unvested options to purchase common stock (or stock subject to repurchase, if applicable) shall immediately vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
IRVINE DIANE M
C/O BLUE NILE, INC.
705 FIFTH AVENUE S, SUITE 900
SEATTLE, WA 98104
X
Chief Financial Officer

Signatures
/s/ John M. Geschke, attorney-in-fact 5/19/2004
** 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 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 control number.

EXHIBIT 24

POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and appoints each of Mark Vadon, Robert Paquin and John Geschke, signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:

          (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of Blue Nile, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

          (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

          (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the Company.

      IN WITNESS WHEREOF , the undersigned has cause this Power of Attorney to be executed as of this 14 th day of April, 2004.

Yours truly,

/s/ Diane Irvine

Diane Irvine

 

EXHIBIT 99

AUTHORIZATION LETTER

April 14, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk

To Whom It May Concern:

By means of this letter I authorize Mark Vadon, Robert Paquin and John Geschke or any of them individually, to sign on my behalf all forms required under Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to transactions involving the stock or derivative securities of Blue Nile, Inc. Any of these individuals is accordingly authorized to sign any Form 3, Form 4, Form 5 or amendment thereto which I am required to file with the same effect as if I had signed them myself.

This authorization shall remain in effect until revoked in writing by me.

Yours truly,

/s/ Diane Irvine

Diane Irvine