UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
December 1, 2014
(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 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
4,702,829 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,702,829 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,702,829
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
26.40% (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 4,702,829 Ordinary
Shares owned by Columbia Pacific Opportunity Fund, L.P.
(3) Based on 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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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
4,740,769 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,740,769 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,740,769
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
26.61% (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 4,740,769 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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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
4,740,769 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,740,769 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,740,769
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
26.61% (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 4,740,769 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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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
4,740,769 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,740,769 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,740,769
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
26.61% (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 4,740,769 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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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
4,740,769 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 4,740,769 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,740,769
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
26.61% (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 4,740,769 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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Cusip No. M20157117 Schedule 13-D Page 7 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)
0.21% (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 17,816,252 Ordinary Shares outstanding as of December 1, 2014:
(a) 11,620,758 Shares as reported on the Company's Proxy statement filed October
28, 2014; and (b) 6,195,494 Shares issued in conjunction with the merger as
reported on the Company's Form 8-K dated December 1, 2014.
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Cusip No. M20157117 Schedule 13-D Page 8 of 11
EXPLANATORY NOTE
This Amendment No. 9 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 and Stanley L. 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, April 15, 2013 (April 15 is the first filing the Partners Fund became
part of the Reporting Persons) and June 26, 2013 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.
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 December 16, 2014, the Reporting Persons may be deemed to
beneficially own an aggregate of 4,740,769 Shares, which constitutes 26.61% of
the 17,816,252 Shares outstanding as of December 1, 2014, as reported on the
Company's Proxy statement (11,620,758 Shares) filed October 28, 2014 and on the
Company's Form 8-K (6,195,494 Shares in conjunction with the merger) filed
December 1, 2014.
The response set forth in Item 5(c) is hereby amended and supplemented
as follows:
(c) The Opportunity Fund engaged in unsolicited broker transactions in
the open-market since the merger on Decmeber 1, 2014. The trading dates,
number of shares purchased and price per share for all open-market transactions
in the Shares by the Reporting Persons since December 1, 2014 are set forth in
Schedule A.
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Cusip No. M20157117 Schedule 13-D Page 9 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: December 17, 2014 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
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 10 of 11
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: December 17, 2014 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
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 11 of 11
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS SINCE DECEMBER 1
Date Fund Transaction Shares Price
12/02/2014 Opportunity Fund BUY 6,546 3.5093
12/03/2014 Opportunity Fund BUY 1,200 3.7325
12/08/2014 Opportunity Fund BUY 500 3.75
12/09/2014 Opportunity Fund BUY 1,000 3.75
12/10/2014 Opportunity Fund BUY 1,100 3.4955
12/11/2014 Opportunity Fund BUY 300 3.6967
12/15/2014 Opportunity Fund BUY 1,000 3.55
12/16/2014 Opportunity Fund BUY 800 3.475