UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Red Lion Hotels Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
756764106
(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)
October 8, 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]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
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) 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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power
4,081,085 shares of Common Stock (2)
8. Shared Voting Power 0 shares of Common Stock
9. Sole Dispositive Power 4,081,085 shares of Common Stock (2)
10. Shared Dispositive Power 0 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,081,085 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 (11) 22.0% (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 4,081,085 shares of Common Stock to which this Schedule 13D relates.
(3) Based on 18,520,557 shares of common stock outstanding as of August 2, 2010, as reported on the Company's Form 10-Q for the period ended June 30, 2010, filed on August 5, 2010.
EXPLANATORY NOTE
This Amendment No. 5 amends the Schedule 13D filed jointly 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 June 27, 2008, as amended on February 11, 2009, September 1, 2009, June 16, 2010 and July 21, 2010 with respect to the common stock, par value $0.01 per share (the "Common Stock") of Red Lion Hotels 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 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 4,081,085 shares of Common Stock, which constitutes 22.0% of the total number shares of Common Stock outstanding as of August 2, 2010, as reported in the Company's Form 10-Q for the period ended June 30, 2010
(c) The trading dates, number of shares purchased and sold and price per share for all transactions in the shares of Common Stock during the past 60 days by the Reporting Persons on behalf of the Fund were all effected in unsolicited broker transactions on the New York Stock Exchange as set forth in Exhibit A.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Schedule of Transactions in the shares of Common Stock by the Fund during the past 60 days.
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: October 15, 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: October 15, 2010 COLUMBIA PACIFIC ADVISORS, LLC (1)
/s/ Alexander B. Washburn
By: Alexander B. Washburn
Title: Managing Member
Dated: October 15, 2010 /s/ Alexander B. Washburn
Alexander B. Washburn (1)
Dated: October 15, 2010 /s/ Daniel R. Baty
Daniel R. Baty (1)
Dated: October 15, 2010 /s/ Stanley L. Baty
Stanley L. Baty (1)
Dated: October 15, 2010 /s/ Brandon D. Baty
Brandon D. Baty (1)
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SE-15231 v1
Exhibit A
TRANSACTIONS IN THE SHARES BY THE FUND DURING THE PAST 60 DAYS
Date of Number of Shares Approximate Transaction Purchased/(Sold) Price per Share 08/17/2010 4,000 $6.61 08/18/2010 4,100 $6.68 08/19/2010 17,900 $6.38 08/20/2010 500 $6.27 08/23/2010 4,000 $6.32 08/25/2010 1,000 $6.34 08/26/2010 800 $6.39 08/27/2010 1,500 $6.35 08/30/2010 2,000 $6.34 08/31/2010 2,277 $6.27 09/02/2010 1,000 $6.48 09/09/2010 403 $6.84 09/13/2010 2,597 $7.18 09/14/2010 7,900 $7.10 09/15/2010 6,400 $6.94 09/16/2010 5,239 $6.92 09/17/2010 600 $7.02 09/20/2010 1,500 $7.15 09/21/2010 1,400 $7.17 09/22/2010 6,100 $7.26 09/23/2010 2,600 $7.26 09/24/2010 2,715 $7.42 09/27/2010 2,000 $7.39 09/28/2010 9,400 $7.34 09/29/2010 200 $7.43 09/30/2010 5,900 $7.57 10/01/2010 13,200 $7.39 10/04/2010 9,200 $7.24 10/05/2010 4,445 $7.39 10/06/2010 10,400 $7.64 10/07/2010 9,400 $7.76 10/08/2010 6,490 $7.79 10/11/2010 2,500 $7.92 10/12/2010 5,900 $7.97 10/13/2010 5,205 $8.01 10/14/2010 300 $8.08 10/15/2010 7,700 $8.04 |