UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
BluePhoenix Solutions, Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS $0.04 per share
(Title of Class of Securities)
M20157117
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 200
Seattle, Washington 98102-3620
(206) 728-9063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 8, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [X]
* 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. M20157117 Schedule 13-D Page 2 of 13
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
4,073,826 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,073,826 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,073,826
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.33% (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 4,073,826 Ordinary
Shares owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 3 of 13
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
4,110,349 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,110,349 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,110,349
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.67% (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 4,110,349 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 4 of 13
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
4,110,349 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,110,349 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,110,349
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.67% (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 4,110,349 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 5 of 13
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
4,110,349 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,110,349 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,110,349
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.67% (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 4,110,349 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 6 of 13
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
4,110,349 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,110,349 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,110,349
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.67% (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 4,110,349 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 7 of 13
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
4,110,349 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,110,349 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,110,349
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.67% (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 4,110,349 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 8 of 13
1. Names of Reporting Persons
Columbia Pacific Partners Fund, Ltd. (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
Cayman Islands
7. Sole Voting Power
36,523 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 36,523 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
36,523
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.34% (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 36,523 Ordinary Shares
owned by Columbia Pacific Partners Fund, Ltd.
(3) Based on 10,629,253 Ordinary Shares outstanding as of December 31, 2012,
as reported on the Company's Form F-3 Registration Statement filed on February
6, 2013.
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Cusip No. M20157117 Schedule 13-D Page 9 of 13
EXPLANATORY NOTE
This Amendment No. 7 amends and supplements the Schedule 13D filed
jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited
partnership (the "Opportunity 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 with the Securities and Exchange Commission
on May 7, 2012; as amended on June 20, 2012, July 9, 2012, September 13, 2012,
October 29, 2012, November 20, 2012 and December 21, 2012 with respect to the
Ordinary Shares, par value NIS $0.04 per share (the "Shares"), of BluePhoenix
Solutions, Ltd., an Israel corporation (the "Company").
The Adviser established Columbia Pacific Partners Fund, Ltd. (the "Partners
Fund" and, together with the Opportunity Fund, the "Funds") on April 1, 2013.
The Partners Fund is jointly filing this Amendment No. 7 with the Opportunity
Fund, the Adviser, Mr. Washburn, Mr. D. Baty, Mr. S. Baty and Mr. B. Baty (each
a "Reporting Person" and collectively the "Reporting Persons").
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 portfolios of the Funds.
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 2. Identity and Background
Item 2, sections (a)-(c) and (f) are hereby amended to read as follows:
This Schedule 13D is being filed by Columbia Pacific Opportunity Fund, L.P.,
a Washington limited partnership (the "Opportunity Fund"), Columbia Pacific
Partners Fund, Ltd., a Cayman Islands limited corporation, (the "Partners Fund"
and together with the Opportunity Fund, the "Funds") 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"). The business address of the
Reporting Persons is 1910 Fairview Avenue East, Suite 200, Seattle, WA.
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 Funds' investment portfolios. The Shares reported
herein are held in the portfolios of the Funds.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
The 36,523 Shares received by the Reporting Persons on April 8, 2013 were
received as an in-kind transfer to the Partners Fund from its limited partners
as an investment into the Partners Fund. The Shares acquired on the open market
were purchased by the Opportunity Fund using its working capital. No borrowed
funds were used to purchase the Shares.
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Cusip No. M20157117 Schedule 13-D Page 10 of 13
Item 4. Purpose of Transaction
The response set forth in Item 4 is hereby replaced in its entirety
by the following:
Through April 11, 2013, the last date the Reporting Persons acquired Shares, the
Reporting Persons acquired the Shares for passive investment purposes. As of
April 12, 2013, the Reporting Persons determined they may seek to influence
material business decisions relating to the future of the Company. The Reporting
Persons will monitor developments at the Company on a continuing basis, and may
communicate with members of management and the Board of Directors of the
Company, potential members of management or potential board members, other
shareholders, or others on matters related to the Company.
The Reporting Persons may in the future acquire additional securities of the
Company or dispose of some or all of the securities of the Company beneficially
owned by them. Except as set forth in this Item 4, the Reporting Persons do
not have any present plans or proposals which relate to or would result in any
of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Company
The responses set forth in Items 5(a) and 5(c) are hereby replaced
in their entirety by the following:
(a) As of April 11, 2013, the Reporting Persons may be deemed to
beneficially own an aggregate of 4,110,349 Shares, which constitutes 38.67% of
the 10,629,253 Shares outstanding as of December 31, 2012, as reported on the
Company's Form F-3 Registration Statement filed on February 6, 2013.
(c) On April 8, 2013 Columbia Pacific Partners Fund. Ltd. received an
in-kind transfer of 36,523 Shares from its limited partners who brought their
positions over from another fund as a capital contribution into the Reporting
Persons new fund. In addition to the in-kind transfer, the Opportunity Fund
engaged in unsolicited broker transactions in the open-market during the past
60 days. The trading dates, number of shares purchased and price per share for
all open-market transactions in the Shares by the Reporting Persons during the
past 60 days are set forth in Schedule A.
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Cusip No. M20157117 Schedule 13-D Page 11 of 13
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: April 15, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
/s/ Brandon D. Baty
BRANDON D. BATY
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
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Cusip No. M20157117 Schedule 13-D Page 12 of 13
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement
is attached, hereby agree that such statement is filed, and any amendments
thereto filed by any or all of us will be filed on behalf of each of us.
Dated: April 15, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P.
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN
/s/ Daniel R. Baty
DANIEL R. BATY
/s/ Stanley L. Baty
STANLEY L. BATY
/s/ Brandon D. Baty
BRANDON D. BATY
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
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Cusip No. M20157117 Schedule 13-D Page 13 of 13
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
02/14/2013 Opportunity Fund BUY 200 4.66
02/15/2013 Opportunity Fund BUY 1,878 4.4648
02/21/2013 Opportunity Fund BUY 546 4.35
02/22/2013 Opportunity Fund BUY 2,200 4.4845
02/25/2013 Opportunity Fund BUY 1,449 4.408
02/26/2013 Opportunity Fund BUY 1,100 4.4793
02/27/2013 Opportunity Fund BUY 1,000 4.463
02/28/2013 Opportunity Fund BUY 7,700 4.3851
03/01/2013 Opportunity Fund BUY 4,800 4.3721
03/04/2013 Opportunity Fund BUY 1,000 4.30
03/05/2013 Opportunity Fund BUY 11,200 4.2227
03/06/2013 Opportunity Fund BUY 7,400 4.2473
03/07/2013 Opportunity Fund BUY 7,663 4.1175
03/08/2013 Opportunity Fund BUY 25,664 4.2227
03/11/2013 Opportunity Fund BUY 2,800 4.3046
03/13/2013 Opportunity Fund BUY 4,824 4.2444
03/14/2013 Opportunity Fund BUY 8,075 4.2106
03/15/2013 Opportunity Fund BUY 5,825 4.2289
03/19/2013 Opportunity Fund BUY 5,700 4.1419
03/20/2013 Opportunity Fund BUY 4,970 4.2311
03/21/2013 Opportunity Fund BUY 1,100 4.1582
03/22/2013 Opportunity Fund BUY 2,904 4.1335
03/25/2013 Opportunity Fund BUY 10,900 4.0249
03/26/2013 Opportunity Fund BUY 1,242 4.1306
03/27/2013 Opportunity Fund BUY 4,793 4.0488
03/28/2013 Opportunity Fund BUY 12,534 4.1522
04/01/2013 Opportunity Fund BUY 2,800 4.2021
04/02/2013 Opportunity Fund BUY 10,431 4.1345
04/03/2013 Opportunity Fund BUY 1,200 4.0809
04/05/2013 Opportunity Fund BUY 1,155 4.0116
04/08/2013 Opportunity Fund BUY 603 3.99
04/09/2013 Opportunity Fund BUY 6,200 3.851
04/10/2013 Opportunity Fund BUY 2,123 3.9798
04/11/2013 Opportunity Fund BUY 3,883 3.8847