UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
June 24, 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).
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 2 of 11
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
4,267,054 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,267,054 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,267,054
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.46% (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 4,267,054 Ordinary
Shares owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 3 of 11
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
4,304,994 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,304,994 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,304,994
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.81% (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 4,304,994 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 4 of 11
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
4,304,994 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,304,994 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,304,994
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.81% (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 4,304,994 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 5 of 11
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
4,304,994 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,304,994 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,304,994
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.81% (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 4,304,994 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 6 of 11
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
4,304,994 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,304,994 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,304,994
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.81% (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 4,304,994 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 7 of 11
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
4,304,994 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,304,994 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,304,994
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.81% (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 4,304,994 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 8 of 11
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
37,940 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 37,940 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,940
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.35% (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 37,940 Ordinary Shares
owned by Columbia Pacific Partners Fund, Ltd.
(3) Based on 10,813,510 Ordinary Shares outstanding as of March 31, 2013,
as reported by the Company directly to Columbia Pacific Advisors, LLC.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 9 of 11
EXPLANATORY NOTE
This Amendment No. 8 amends and supplements the Schedule 13D filed
jointly 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") 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, December 21, 2012 and April 15, 2013 (April 15 is the first
filing the Partners Fund became part of the Reporting Persons) with respect to
the Ordinary Shares, par value NIS $0.04 per share (the "Shares"), of
BluePhoenix Solutions, Ltd., an Israel corporation (the "Company").
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, section (c) is hereby amended and supplemented to read as follows:
Mr. Washburn, Mr. D. Baty and Mr. S. Baty serve as the managing members of the
Adviser, which is primarily responsible for all investment decisions regarding
the Funds' investment portfolios. Mr. B. Baty is a member of the Adviser.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
The 1,417 Shares received by the Reporting Persons on May 1, 2013 were
received as an in-kind transfer to the Partners Fund from its limited partners
as an investment into the Partners Fund.
Item 5. Interest in Securities of the Company
The response set forth in Item 5(a) is hereby replaced in its entirety
by the following:
(a) As of June 26, 2013, the Reporting Persons may be deemed to
beneficially own an aggregate of 4,304,994 Shares, which constitutes 39.81% of
the 10,813,510 Shares outstanding as of March 31, 2013, as reported by the
Company directly to the Adviser.
The response set forth in Item 5(c) is hereby amended and supplemented
as follows:
(c) On May 1, 2013 the Partners Fund received an in-kind transfer of
1,417 Shares from its limited partners who brought their positions over from
another fund as a capital contribution into the Partners 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.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 10 of 11
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 26, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
By: Columbia Pacific Advisors, LLC
General Partner
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
COLUMBIA PACIFIC ADVISORS, LLC (1)
By: /s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
ALEXANDER B. WASHBURN (1)
/s/ Daniel R. Baty
DANIEL R. BATY (1)
/s/ Stanley L. Baty
STANLEY L. BATY (1)
/s/ Brandon D. Baty
BRANDON D. BATY (1)
COLUMBIA PACIFIC PARTNERS FUND, Ltd.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
(1) This Amendment is being filed jointly by the Funds, the Adviser, Alexander
B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to
the Joint Filing Agreement dated April 15, 2013 and included with the signature
page to the Fund's Schedule 13D with respect to the Company filed on April 15,
2013 and incorporated by reference herein.
--------------------------------------------------------------------------------
Cusip No. M20157117 Schedule 13-D Page 11 of 11
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
04/29/2013 Opportunity Fund BUY 300 3.59
04/30/2013 Opportunity Fund BUY 20,206 3.4326
05/01/2013 Opportunity Fund BUY 9,200 3.6959
05/02/2013 Opportunity Fund BUY 800 3.7738
05/03/2013 Opportunity Fund BUY 1,757 3.8315
05/06/2013 Opportunity Fund BUY 14,674 3.8150
05/07/2013 Opportunity Fund BUY 9,059 3.9274
05/08/2013 Opportunity Fund BUY 3,239 3.9670
05/09/2013 Opportunity Fund BUY 918 3.9683
05/10/2013 Opportunity Fund BUY 2,300 4.0126
05/13/2013 Opportunity Fund BUY 3,587 3.9521
05/14/2013 Opportunity Fund BUY 1,200 4.0084
05/15/2013 Opportunity Fund BUY 225 3.99
05/16/2013 Opportunity Fund BUY 800 3.995
05/17/2013 Opportunity Fund BUY 6,000 3.9615
05/20/2013 Opportunity Fund BUY 1,600 4.0925
05/21/2013 Opportunity Fund BUY 1,200 4.12
05/22/2013 Opportunity Fund BUY 5,500 4.1094
05/23/2013 Opportunity Fund BUY 2,100 4.1233
05/24/2013 Opportunity Fund BUY 999 4.116
05/28/2013 Opportunity Fund BUY 3,309 4.1329
05/29/2013 Opportunity Fund BUY 1,200 4.2124
05/30/2013 Opportunity Fund BUY 2,050 4.0822
05/31/2013 Opportunity Fund BUY 20,800 3.9237
06/03/2013 Opportunity Fund BUY 2,795 4.0158
06/04/2013 Opportunity Fund BUY 11,800 4.0004
06/05/2013 Opportunity Fund BUY 10,473 4.001
06/10/2013 Opportunity Fund BUY 200 4.035
06/11/2013 Opportunity Fund BUY 386 3.9966
06/12/2013 Opportunity Fund BUY 100 4.02
06/14/2013 Opportunity Fund BUY 300 4.04
06/17/2013 Opportunity Fund BUY 100 4.04
06/18/2013 Opportunity Fund BUY 100 4.04
06/20/2013 Opportunity Fund BUY 700 3.9614
06/21/2013 Opportunity Fund BUY 1,300 3.9585
06/24/2013 Opportunity Fund BUY 12,804 3.9652
06/26/2013 Opportunity Fund BUY 3,500 3.8997