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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 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
1,136,534 (2)
NUMBER OF SHARES 6. Shared Voting Power
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 7. Sole Dispositive Power
WITH 1,136,534 (2)
8. Shared Dispositive Power
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,534
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)
18.01% (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 1,136,534 Ordinary
Shares to which this Schedule 13G relates.
(3) Based on 6,309,655 Ordinary Shares outstanding as of December 28, 2011 as
reported on the Company's Form 6-K filed on December 22, 2011.
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CUSIP No. M20157117 Schedule 13 G Page 8 of 11
Item 1.
(a) Name of Issuer:
BluePhoenix Solutions, Ltd. (the "Company")
(b) Address of Issuer's Principal Executive Offices:
8 Maskit Street. P.O. Box 12546, Herzliya, 46733, Israel
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 500, Seattle, WA 98102-3698.
(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:
Ordinary Shares, par value NIS $0.01 per share (the "Ordinary Shares")
(e) CUSIP Number:
M201571117
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);
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CUSIP No. M20157117 Schedule 13 G Page 9 of 11
(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).
(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 benefi-
cially own an aggregate of 1,136,534 Ordinary Shares, which constitutes 18.01%
of the total number of Ordinary Shares outstanding as of December 28, 2011, as
reported in the Company's Form 6-K filed on December 22, 2011.
The Adviser has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the 1,136,534 Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares purchased or held pursuant to
such arrangements.
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CUSIP No. M20157117 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. M20157117 Schedule 13 G Page 11 of 11
SIGNATURE
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.
January 10, 2012
(Date)
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
Columbia Pacific Advisors, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
/s/ Alexander B. Washburn
Alexander B. Washburn (1)
/s/ Daniel R. Baty
Daniel R. Baty (1)
/s/ Stanley L. Baty
Stanley L. Baty (1)
/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 July 26, 2010 and included with the initial
Schedule 13G filed on July 27, 2010 (the "Joint Filing Agreement").
The Joint Filing Agreement is incorporated herein by reference.
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