UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
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)
July 19, 2017
(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
10,090,416 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 10,090,416 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,090,416
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
45.39% (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 9,874,416 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) owned by Columbia Pacific Opportunity Fund, L.P. to which this Schedule
13D relates.
(3) Based on 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary 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
10,126,949 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 10,126,949 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,126,949
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
45.55% (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 9,910,949 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary 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
10,126,949 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 10,126,949 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,126,949
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
45.55% (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 9,910,949 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary 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
10,126,949 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 10,126,949 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,126,949
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
45.55% (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 9,910,949 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary 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
10,126,949 (2)
NUMBER OF SHARES 8. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 9. Sole Dispositive Power
WITH 10,126,949 (2)
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,126,949
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
45.55% (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 9,910,949 Ordinary
Shares plus 216,000 Preferred shares (exercisable 1:1 to purchase Ordinary
Shares) to which this Schedule 13D relates.
(3) Based on 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary 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)
0.16% (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 22,232,751 shares outstanding: 19,086,159 Ordinary Shares and
540,000 Preferred shares as of February 27, 2017 as reported in the Company's
Proxy Statement filed on March 10, 2017; plus the Reporting Persons private
purchase of 1,515,150 Ordinary Shares and exercise of 1,091,442 warrants into
Ordinary Shares.
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Cusip No. M70378100 Schedule 13-D Page 8 of 10
EXPLANATORY NOTE
This Amendment No. 16 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, November 4, 2016, January 3, 2017 and
April 10, 2017 with respect to the Ordinary Shares, par value NIS 0.04 per share
(the "Shares"), of Modsys International, Ltd., an Israel corporation (the
"Company"). Fourteen of the previous sixteen filings listed above were filed by
the Opportunity Fund. This 13D filed by the Adviser intends to amend all sixteen
filings.
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 4. Purpose of the Transaction
The response set forth in Item 4 is hereby amended and supplemented as follows:
On July 19, 2017, in regards to the Second Agreement from February 14,
2017, the Reporting Persons on behalf of the Opportunity Fund purchased 757,575
restricted Shares of the Company, par value NIS 0.04 per share, at a price of
$0.66 per share amounting to an aggregate purchase price of $500,000.
Item 5. Interest in Securities of the Company
The responses set forth in Items 5(a) & (c) are hereby amended and
supplemented as follows:
(a) The aggregate percentage of Shares reported to be owned by the
Reporting Persons is based upon 22,232,751 shares outstanding, the sum of:
(i) 19,626,159 shares outstanding (19,086,159 Ordinary shares and 540,000
Preferred shares), which is the total number of shares outstanding as of
February 27, 2017 as reported in the Company's most recent DEF 14A Proxy
Statement filed with the SEC on March 10, 2017; plus
(ii) 757,575, the number of restricted Shares purchased from the Company on
April 3, 2017 from the DEF 14A Proxy Statement Proposal #6 approved on March
29, 2017; plus
(iii) 1,091,442, the number of restricted Shares purchased at $0.01 per share
on the exercise of warrants by the Reporting Persons on April 4, 2017; plus
(iv) 757,575, the number of restricted Shares purchased from the Company on July
19, 2017 from the DEF 14A Proxy Statement Proposal #7 approved on March 29, 2017
(c) Other than the acquisition described in Item 4 hereof; 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
Opportunity Fund were all 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: July 28, 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
05/30/2017 Opportunity Fund BUY 900 0.65
06/05/2017 Opportunity Fund BUY 1,300 0.65
06/06/2017 Opportunity Fund BUY 271 0.65
06/14/2017 Opportunity Fund BUY 3,503 0.6785
06/19/2017 Opportunity Fund BUY 1,800 0.7917
06/26/2017 Opportunity Fund BUY 2,000 0.85
06/28/2017 Opportunity Fund BUY 4,000 0.8375
07/06/2017 Opportunity Fund BUY 1,028 0.80
07/12/2017 Opportunity Fund BUY 888 0.80
07/13/2017 Opportunity Fund BUY 1,000 0.79
07/26/2017 Opportunity Fund BUY 1,050 0.75