Sec Form 4 Filing - IRVINE DIANE M @ BLUE NILE INC - 2012-01-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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1. Name and Address of Reporting Person
IRVINE DIANE M
2. Issuer Name and Ticker or Trading Symbol
BLUE NILE INC [ NILE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Former CEO
(Last) (First) (Middle)
C/O BLUE NILE, INC., 411 FIRST AVENUE S, STE 700
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2012
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/27/2012 M 18,500 A $ 31.26 66,989 D
Common Stock 01/27/2012 S( 1 ) 18,500 D $ 41.06 ( 2 ) 48,489 D
Common Stock 01/30/2012 M 730 A $ 31.26 49,219 D
Common Stock 01/30/2012 S( 1 ) 730 D $ 40.25 48,489 D
Common Stock 01/30/2012 M 2,770 A $ 32.97 51,259 D
Common Stock 01/30/2012 S( 1 ) 2,770 D $ 40.25 48,489 D
Common Stock 1,160 I By Son
Common Stock 1,160 I By Daughter
Common Stock 1,160 I By Daughter
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options (Right to Buy) $ 31.26 01/27/2012 M 18,500 ( 3 ) 05/31/2016( 4 ) Common Stock 18,500 ( 5 ) 730 D
Stock Options (Right to Buy) $ 31.26 01/30/2012 M 730 ( 3 ) 05/31/2016( 4 ) Common Stock 730 ( 5 ) 0 D
Stock Options (Right to Buy) $ 32.97 01/30/2012 M 2,770 ( 6 ) 08/30/2015( 4 ) Common Stock 2,770 ( 5 ) 59,230 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IRVINE DIANE M
C/O BLUE NILE, INC.
411 FIRST AVENUE S, STE 700
SEATTLE, WA98104
Former CEO
Signatures
/s/ Lauren Neiswender, Power of Attorney 01/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Any short-swing profits will be paid to the company as required by Rule 16(b) of the Securities and Exchange Act of 1934.
( 2 )Represents the weighted average sale price. The highest price at which shares were sold was $41.52 and lowest price at which shares were sold was $40.75.
( 3 )25% of the option shares vested on June 1, 2007 and one-forty-eighth of the option shares vested in equal monthly installments over the following thirty-six months. As of November 11, 2011, all unvested options were canceled.
( 4 )Ms. Irvine resigned on November 11, 2011. Her vested and exercisable options will expire on May 11, 2012.
( 5 )Not applicable.
( 6 )25% of the option shares vested on August 26, 2006 and one-forty-eighth of the option shares vested in equal monthly installments over the following thirty-six months. As of November 11, 2011, all unvested options were canceled.

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