UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Vitesse Semiconductor Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
928497304
(CUSIP Number)
June 27, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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. 928497304 Schedule 13 G Page 2 of 11
1 NAMES OF REPORTING PERSONS
Columbia Pacific Opportunity Fund, L.P. (1)
IRS Identification No. of Above Person (entities only)
20-8451143
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 3 of 11
1 NAMES OF REPORTING PERSONS
Columbia Pacific Advisors, LLC (1)
IRS Identification No. of Above Person (entities only)
20-8051301
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 4 of 11
1 NAMES OF REPORTING PERSONS
Alexander B. Washburn (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 5 of 11
1 NAMES OF REPORTING PERSONS
Daniel R. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 6 of 11
1 NAMES OF REPORTING PERSONS
Stanley L. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 7 of 11
1 NAMES OF REPORTING PERSONS
Brandon D. Baty (1)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. Sole Voting Power
2,945,414 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 2,945,414 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,945,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.22% (3)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
(1) The filing of this joint Schedule 13G 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 2,945,414 shares of
Common Stock to which this Schedule 13G relates.
(3) Based on 56,405,344 shares of Common Stock outstanding: 53,985,344 shares
as reported on the Company's Form 424B5 Prospectus Supplement as filed on June
20, 2013; plus the Underwriters' exercise of their option to purchase 2,420,000
shares as reported on the Company's Form 8-K as filed on June 25, 2013.
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CUSIP No. 928497304 Schedule 13 G Page 8 of 11
Item 1.
(a) Name of Issuer:
Vitesse Semiconductor Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices:
741 Calle Plano Drive, Camarillo, CA 93012
Item 2.
(a) Name of Person Filing:
This Schedule 13G is being filed 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,
Daniel R. Baty, Stanley L. Baty and Brandon D. Baty (each a "Reporting Person"
and collectively the "Reporting Persons").
(b) Address of Principal Business Office or, if none, Residence: Same
The business address of the Reporting Persons is:
1910 Fairview Avenue East Suite 200, Seattle, WA 98102-3620.
(c) Citizenship:
The Fund is a Washington limited partnership; the Adviser is a Washington
limited liability company; Alexander B. Washburn, Daniel R. Baty,
Stanley L. Baty and Brandon D. Baty are U.S. citizens.
(d) Title of Class of Securities:
Shares of Common Stock, par value $0.01 per share (the "Common Stock")
(e) CUSIP Number:
928497304
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
(for Columbia Pacific Advisors, LLC only);
(f) [ ] An employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G) (for Alexander B. Washburn, Daniel R. Baty,
Stanley L. Baty and Brandon D. Baty only).
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CUSIP No. 928497304 Schedule 13 G Page 9 of 11
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J).
(k) [ ] Group, in accordance with Section 240.13d-1(b) (1)(ii)(K).
If filing as a non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4. Ownership.
As of the date hereof, the Reporting Persons may be deemed to beneficially
own an aggregate of 2,945,414 shares of Common Stock, which constitutes 5.22%
of the total number of 56,405,344 shares of Common Stock outstanding: 53,985,344
shares as reported on the Company's Form 424B5 Prospectus Supplement as filed on
June 20, 2013; plus the Underwriters' exercise of their option to purchase
2,420,000 shares as reported on the Company's Form 8-K as filed on June 25,
2013.
The Adviser has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the 2,945,414 shares of Common Stock to
which this filing relates. See also Items 5 through 8 of the cover pages to
this Schedule 13G with respect to this Item 4. 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 of Common Stock reported herein are held in
the portfolio of the Fund. Each of the Reporting Persons disclaims beneficial
ownership over the securities reported herein except to the extent of such
Reporting Persons" pecuniary interest therein.
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. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each person for whom the Adviser acts as investment adviser has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock purchased or held pursuant
to such arrangements.
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CUSIP No. 928497304 Schedule 13 G Page 10 of 11
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with, or as a participant in, any transaction having that purpose or
effect.
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CUSIP No. 928497304 Schedule 13 G Page 11 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: July 1, 2013 COLUMBIA PACIFIC OPPORTUNITY FUND, L.P. (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member of Columbia Pacific
Advisors, LLC, its general partner
Dated: July 1, 2013 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: July 1, 2013 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: July 1, 2013 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: July 1, 2013 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: July 1, 2013 /s/ Brandon D. Baty
Brandon D. Baty (1)
(1) This amendment is being filed jointly by Columbia Pacific Opportunity Fund,
L.P., Columbia Pacific Advisors LLC, Alexander B. Washburn, Daniel R. Baty,
Stanley L. Baty and Brandon D. Baty pursuant to the Joint Filing Agreement dated
November 8, 2010 and included with the initial Schedule 13G filed on November 8,
2010 (the "Joint Filing Agreement"). The Joint Filing Agreement is incorporated
herein by reference.