UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BluePhoenix Solutions, Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS $0.04 per share
(Title of Class of Securities)
M20157109
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 11, 2012
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 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).
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Cusip No. M20157109 Schedule 13-D Page 2 of 10
1. Names of Reporting Persons
Columbia Pacific Opportunity Fund, L.P. (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
PN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 3 of 10
1. Names of Reporting Persons
Columbia Pacific Advisors, LLC (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Washington
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
IA
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 4 of 10
1. Names of Reporting Persons
Alexander B. Washburn (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 5 of 10
1. Names of Reporting Persons
Daniel R. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 6 of 10
1. Names of Reporting Persons
Stanley L. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 7 of 10
1. Names of Reporting Persons
Brandon D. Baty (1)
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
1,612,845 shares of Common Stock (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0 shares of Common Stock
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 1,612,845 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,612,845 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
24.98% (3)
14. Type of Reporting Person
IN
(1) The filing of this joint Schedule 13D shall not be construed as an
admission that any of the reporting persons are, for purposes of Section 13(d)
or 13(g) of the Act, the beneficial owner of any securities covered by the
statement.
(2) Columbia Pacific Advisors, LLC has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, the 1,612,845 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 6,455,950 Ordinary Shares outstanding as of March 22, 2012, as
reported on the Company's Form 6-K filed on March 27, 2012.
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Cusip No. M20157109 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 1 amends the Schedule 13D filed jointly by Columbia
Pacific Opportunity Fund, L.P., a Washington limited partnership (the "Fund"),
Columbia Pacific Advisors LLC, a Washington limited liability company (the
"Adviser"), Alexander B. Washburn, a U.S. citizen, Daniel R. Baty, a U.S.
citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen
(each a "Reporting Person" and collectively the "Reporting Persons") with the
Securities and Exchange Commission on May 7, 2012 with respect to the Ordinary
Shares, par value NIS $0.04 per share (the "Ordinary Shares"), of BluePhoenix
Solutions, Ltd., an Israel corporation (the "Company").
Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty serve as the
managing members of the Adviser, which is primarily responsible for all
investment decisions regarding the Fund's investment portfolio. The Shares
reported herein are held in the portfolio of the Fund.
Neither the present filing nor anything contained herein shall be
construed as an admission that the Reporting Persons constitute a "group" for
any purpose and the Reporting Persons expressly disclaim membership in a
group.
Item 5. Interest in Securities of the Company
The responses set forth in Items 5(a) and 5(c) of the Schedule 13D
are hereby replaced in their entirety by the following:
(a) As of June 19, 2012, the Reporting Persons may be deemed to
beneficially own an aggregate of 1,612,845 Ordinary Shares, which constitutes
24.98% of the total number of Ordinary Shares outstanding as of March 22,
2012, as reported on the Company's Form 6-K filed on March 27, 2012.
(c) The trading dates, number of shares purchased and price per share
for all transactions in the Ordinary Shares during the past 60 days by the
Reporting Persons on behalf of the Fund were all affected in unsolicited broker
transactions in the open-market as set forth in Exhibit A.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Schedule of Transactions in the Ordinary Shares by the Fund during
the past 60 days.
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Cusip No. M20157109 Schedule 13-D Page 9 of 10
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.
Dated: June 19, 2012 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of
Columbia Pacific Advisors, LLC, its
general partner
Dated: June 19, 2012 COLUMBIA PACIFIC ADVISORS, LLC
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: June 19, 2012 /s/ Alexander B. Washburn
Alexander B. Washburn
Dated: June 19, 2012 /s/ Daniel R. Baty
Daniel R. Baty
Dated: June 19, 2012 /s/ Stanley L. Baty
Stanley L. Baty
Dated: June 19, 2012 /s/ Brandon D. Baty
Brandon D. Baty
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Cusip No. M20157109 Schedule 13-D Page 10 of 10
Exhibit A
TRANSACTIONS IN THE ORDINARY SHARES BY THE FUND DURING THE PAST 60 DAYS
Date Transaction Shares Price
04/23/2012 BUY 3,500 1.7169
04/24/2012 BUY 3,000 1.7117
04/25/2012 BUY 8,329 1.7087
04/26/2012 BUY 1,100 1.6882
04/27/2012 BUY 15,911 1.7141
04/30/2012 BUY 16,867 1.848
05/01/2012 BUY 20,100 2.1432
05/02/2012 BUY 2,600 2.1761
05/15/2012 BUY 31,804 2.0009
05/16/2012 BUY 3,900 2.0336
05/17/2012 BUY 1,600 2.0521
05/18/2012 BUY 5,700 2.096
05/21/2012 BUY 2,900 2.1329
05/22/2012 BUY 400 2.19
05/24/2012 BUY 1,000 2.143
05/25/2012 BUY 200 2.14
05/29/2012 BUY 8,491 2.1507
05/30/2012 BUY 500 2.19
05/31/2012 BUY 1,100 2.1673
06/01/2012 BUY 200 2.295
06/04/2012 BUY 1,725 2.0909
06/05/2012 BUY 1,000 2.077
06/06/2012 BUY 600 2.0504
06/07/2012 BUY 300 1.9975
06/08/2012 BUY 900 1.9811
06/11/2012 BUY 20,900 1.9224
06/12/2012 BUY 23,059 2.0671
06/13/2012 BUY 35,997 2.2024
06/14/2012 BUY 13,600 2.2275
06/15/2012 BUY 9,800 2.3119
06/18/2012 BUY 9,178 2.3053
06/19/2012 BUY 18,545 2.3493