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)
________________
(1) This Amendment is being filed jointly by the Fund, the Adviser, Alexander
B. Washburn, Daniel R. Baty, Stanley L. Baty, and Brandon D. Baty pursuant to
the Joint Filing Agreement dated August 6, 2009 and included with the
signature page to the Fund's Schedule 13D with respect to the Company filed on
September 1, 2009 and incorporated by reference herein.
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