UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Marlborough Software Development Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
571038108
(CUSIP Number)
August 20, 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. 571038108 Schedule 13G Page 2 of 12
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
NUMBER OF 1,757,622 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,757,622 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,757,622
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)
16.27% (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 1,757,622 shares of Common
Stock owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 3 of 12
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
NUMBER OF 1,855,749 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,855,749 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,749
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)
17.18% (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 1,855,749 shares of Common
Stock to which this Schedule 13G relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 4 of 12
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
NUMBER OF 1,855,749 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,855,749 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,749
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)
17.18% (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 1,855,749 shares of Common
Stock to which this Schedule 13G relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 5 of 12
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
NUMBER OF 1,855,749 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,855,749 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,749
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)
17.18% (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 1,855,749 shares of Common
Stock to which this Schedule 13G relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 6 of 12
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
NUMBER OF 1,855,749 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,855,749 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,749
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)
17.18% (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 1,855,749 shares of Common
Stock to which this Schedule 13G relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 7 of 12
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
NUMBER OF 1,855,749 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,855,749 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,855,749
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)
17.18% (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 1,855,749 shares of Common
Stock to which this Schedule 13G relates.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 8 of 12
1 NAMES OF REPORTING PERSONS
Columbia Pacific Partners Fund, Ltd. (1)
IRS Identification No. of Above Person (entities only)
98-1096412
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
NUMBER OF 98,127 (2)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 98,127 (2)
WITH:
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,127
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)
0.91% (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 98,127 shares of Common
Stock owned by Columbia Pacific Partners Fund, Ltd.
(3) Based on 10,801,609 shares of Common Stock outstanding as of August 12,
2013, as reported on the Company's Form 10-Q for the period ended June 30, 2013
as filed on August 14, 2013.
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CUSIP No. 571038108 Schedule 13G Page 9 of 12
Item 1.
(a) Name of Issuer:
Marlborough Software Development Holdings Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices:
500 Nickerson Road, Marlborough, Massachusetts 01752-4695
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 "Opportunity Fund");
Columbia Pacific Partners Fund, Ltd., a Cayman Islands limited corpora-
tion (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, Daniel R. Baty, Stanley
L. Baty and Brandon D. Baty (each a "Reporting Person" & 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 Opportunity Fund is a Washington limited partnership; the Partners
Fund is a Cayman Islands limited corporation; 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:
571038108
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. 571038108 Schedule 13G Page 10 of 12
(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 1,855,749 shares of Common Stock, which constitutes 17.18%
of the total number of shares of Common Stock outstanding as of August 12, 2013
as reported in the Company's Form 10-Q for the period ended June 30, 2013.
The Adviser has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the 1,855,749 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 and
Mr. S. Baty serve as the managing members of the Adviser, which is primarily
responsible for all investment decisions regarding the Funds' investment
portfolio. Mr. B. Baty is a member of the Adviser. The shares of Common Stock
reported herein are held in the portfolio of the Funds. 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. 571038108 Schedule 13G Page 11 of 12
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 know-
ledge 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. 571038108 Schedule 13G Page 12 of 12
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: August 22, 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
Dated: August 22, 2013 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: August 22, 2013 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: August 22, 2013 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: August 22, 2013 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: August 22, 2013 /s/ Brandon D. Baty
Brandon D. Baty (1)
Dated: August 22, 2013 COLUMBIA PACIFIC PARTNERS FUND, Ltd. (1)
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 February 14, 2013 and included with the
signature page to the Funds' Schedule 13G with respect to the Company filed on
February 14, 2013 and incorporated by reference herein.