UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Modsys International. Ltd.
(formerly BluePhoenix Solutions, Ltd.)
(Name of Issuer)
Ordinary Shares, par value NIS 0.04 per share
(Title of Class of Securities)
M70378100
(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 28, 2016
(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 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. M70378100 Schedule 13-D Page 2 of 10
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
7,486,883 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 7,486,883 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,486,883
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
38.88% (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 6,930,735 Ordinary
Shares owned by Columbia Pacific Opportunity Fund, L.P., plus 356,148 Warrants
and 200,000 Preferred Shares, exercisable 1:1 to purchase Ordinary Shares.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 3 of 10
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
7,523,416 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 7,523,416 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,523,416
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.07% (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 7,523,416 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 4 of 10
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
7,523,416 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 7,523,416 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,523,416
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.07% (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 7,523,416 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 5 of 10
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
7,523,416 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 7,523,416 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,523,416
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.07% (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 7,523,416 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 6 of 10
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
7,523,416 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 7,523,416 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,523,416
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
39.07% (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 7,523,416 Ordinary
Shares to which this Schedule 13D relates.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 7 of 10
1. Names of Reporting Persons
Columbia Pacific Partners Fund (Delaware), 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
Delaware
7. Sole Voting Power
36,533 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 36,533 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
36,533
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.19% (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. In previous filings, name was Columbia Pacific Partners Fund, Ltd.
(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 36,533 Ordinary Shares
owned by Columbia Pacific Partners Fund (Delaware), L.P.
(3) Based on 18,700,096 Ordinary Shares outstanding as of November 8, 2016
as reported on the Company's Form 10-Q for the period ended September 30, 2016
filed on November 14, 2016; plus 356,148 Warrants and 200,000 Preferred Shares
held by the Reporting Persons, exercisable 1:1 to purchase Shares.
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Cusip No. M70378100 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 14 amends and supplements the Schedule 13D filed
under the previous company name of BluePhoenix Solutions, Ltd. which was filed
jointly by Columbia Pacific Opportunity Fund, L.P., a Washington limited
partnership (the "Opportunity Fund"); Columbia Pacific Partners Fund (Delaware),
L.P., a Delaware limited partnership (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), June 26, 2013, December 17, 2014, April 3, 2015,
September 21, 2015, January 11, 2016 and November 4, 2016 with respect to the
Ordinary Shares, par value NIS 0.04 per share (the "Shares"), of Modsys
International, 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 5. Interest in Securities of the Company
The response set forth in Item 5(c) is hereby amended and supplemented
as follows:
(c) The trading dates, number of shares purchased and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons on behalf of the Funds were effected in unsolicited broker transactions
in the open-market as set forth in Schedule A.
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Cusip No. M70378100 Schedule 13-D Page 9 of 10
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: January 3, 2017 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 (Delaware), L.P.
By: Columbia Pacific Advisors, LLC
Investment Manager
/s/ Alexander B. Washburn
Name: Alexander B. Washburn
Title: Managing Member
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Cusip No. M70378100 Schedule 13-D Page 10 of 10
Schedule A
OPEN MARKET TRANSACTIONS IN THE SHARES BY THE FUNDS IN THE PAST 60 DAYS
Date Fund Transaction Shares Price
11/07/2016 Opportunity Fund BUY 27,335 1.1231
11/08/2016 Opportunity Fund BUY 4,387 1.1147
11/09/2016 Opportunity Fund BUY 5,000 1.10
11/11/2016 Opportunity Fund BUY 2,631 1.15
11/14/2016 Opportunity Fund BUY 500 1.10
11/15/2016 Opportunity Fund BUY 4,889 1.1045
11/16/2016 Opportunity Fund BUY 11,033 1.0969
11/17/2016 Opportunity Fund BUY 7,100 1.10
11/21/2016 Opportunity Fund BUY 20,503 1.1239
11/22/2016 Opportunity Fund BUY 5,929 1.18
11/23/2016 Opportunity Fund BUY 12,700 1.1791
11/30/2016 Opportunity Fund BUY 100 1.12
12/01/2016 Opportunity Fund BUY 33,470 1.2447
12/02/2016 Opportunity Fund BUY 200 1.20
12/05/2016 Opportunity Fund BUY 2,100 1.2019
12/06/2016 Opportunity Fund BUY 300 1.29
12/07/2016 Opportunity Fund BUY 2,200 1.2936
12/08/2016 Opportunity Fund BUY 3,000 1.2837
12/09/2016 Opportunity Fund BUY 4,400 1.25
12/12/2016 Opportunity Fund BUY 4,703 1.25
12/13/2016 Opportunity Fund BUY 2,450 1.25
12/14/2016 Opportunity Fund BUY 14,550 1.2515
12/28/2016 Opportunity Fund BUY 169,822 0.6524
12/29/2016 Opportunity Fund BUY 1,010,842 0.6877
12/30/2016 Opportunity Fund BUY 171,104 0.9111
01/03/2017 Opportunity Fund BUY 690 0.85