Filing Details

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).

-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- 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.------------------------------------------------------------------------------- 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-------------------------------------------------------------------------------- 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