UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Bitstream, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
91736108
(CUSIP Number)
Alexander B. Washburn
c/o Columbia Pacific Advisors, LLC
1910 Fairview Avenue East, Suite 500
Seattle, Washington 98102
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 16, 2010
(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]
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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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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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) WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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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) WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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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) WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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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) WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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1. Names of Reporting Persons
Brandon D. 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) WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
1,732,132 shares of Common Stock (2)
8. Shared Voting Power
0 shares of Common Stock
9. Sole Dispositive Power
1,732,132 shares of Common Stock (2)
10. Shared Dispositive Power
0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,732,132 shares of Common Stock
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row 9
17.0% (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 1,732,132 shares of
Common Stock to which this Schedule 13D relates.
(3) Based on 10,190,637 shares of common stock outstanding as of November
10, 2010, as reported on the Company's Form 10-Q for the period ended
September 30, 2010 filed on November 15, 2010.
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EXPLANATORY NOTE
This Amendment No. 5 amends the Schedule 13D 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, a U.S. citizen, Daniel R. Baty, a U.S.
citizen, Stanley L. Baty, a U.S. citizen, and Brandon D. Baty, a U.S. citizen
(each a "Reporting Person" and collectively the "Reporting Persons") with the
Securities and Exchange Commission on April 20, 2010, as amended on July 15,
2010, August 18, 2010, September 23, 2010 and October 29, 2010 with respect to
the Class A Common Stock, par value $0.01 per share (the "Common Stock") of
Bitstream, Inc., a Delaware corporation (the "Company").
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 shares of
Class A Common Stock reported herein are held in the portfolio of the Fund.
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. Except as specifically set forth herein, the Schedule 13D remains
unmodified.
ITEM 5. Interest in Securities of the Issuer
The responses set forth in Items 5(a) and 5(c) of the Schedule 13D are
hereby replaced in their entirety by the following:
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own an aggregate of 1,732,132 shares of Common Stock, which
constitutes 17.0% of the total number shares of Common Stock outstanding as of
November 10, 2010, as reported in the Company's Form 10-Q for the period ended
September 30, 2010.
(c) During the past 60 days, Columbia Pacific Opportunity Fund, L.P.
has engaged in the following open-market transactions in the Common Stock:
Shares
Date Purchased Price
10/29/2010 10,003 6.9327
11/01/2010 1,415 6.9527
11/02/2010 3,500 7.0267
11/03/2010 2,599 6.9889
11/04/2010 1,700 7.0824
11/05/2010 2,400 7.0956
11/08/2010 500 7.146
11/09/2010 400 7.1475
11/10/2010 1,465 7.1275
11/11/2010 800 7.1288
11/12/2010 3,000 7.0321
11/15/2010 2,800 7.0774
11/16/2010 4,851 6.9894
11/17/2010 1,200 7.0192
11/18/2010 4,100 7.0629
11/19/2010 1,100 7.0036
11/22/2010 4,600 6.9801
11/23/2010 3,400 7.0185
11/24/2010 3,600 7.0758
11/26/2010 300 7.05
11/29/2010 798 7.0413
11/30/2010 800 7.10
12/01/2010 21,970 7.0329
12/02/2010 6,800 7.1087
12/03/2010 4,213 7.0605
12/06/2010 4,874 7.0632
12/07/2010 4,200 7.1821
12/08/2010 2,200 7.1918
12/09/2010 3,400 7.2003
12/10/2010 3,150 7.2478
12/13/2010 700 7.2271
12/14/2010 3,703 7.1386
12/15/2010 8,600 7.2008
12/16/2010 4,992 7.1662
12/17/2010 5,279 7.2644
12/20/2010 11,100 7.2026
12/21/2010 3,667 7.172
12/22/2010 4,146 7.11
12/23/2010 980 7.1418
12/27/2010 4,900 7.1373
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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 27, 2010 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
Dated: December 27, 2010 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: December 27, 2010 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: December 27, 2010 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: December 27, 2010 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: December 27, 2010 /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 April 16, 2010 and included with the initial Schedule 13D
filed on April 20, 2010 (the "Joint Filing Agreement"). The Joint Filing
Agreement is incorporated herein by reference.