UNITED STATES
		      SECURITIES AND EXCHANGE COMMISSION
			    Washington, D.C. 20549


				SCHEDULE 13G

		  Under the Securities Exchange Act of 1934

			      (Amendment No. 3)*



				Bitstream, Inc.
			       (Name of Issuer)


		Class A Common Stock, par value $0.01 per share
			(Title of Class of Securities)


				  091736108
				(CUSIP Number)


			      December 31, 2011
	   (Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      [X] Rule 13d-1(b)

      [X] Rule 13d-1(c)

      [ ] Rule 13d-1(d)


* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.


The information required in 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).












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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		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
NUMBER OF		2,025,250  (2)
SHARES
BENEFICIALLY	6 SHARED VOTING POWER
OWNED BY		0
EACH
REPORTING	7 SOLE DISPOSITIVE POWER
PERSON			2,025,250  (2)
WITH:
		8 SHARED DISPOSITIVE POWER
			0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,025,250


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)
	18.97%  (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 2,025,250 shares of Class A
Common Stock to which this Schedule 13G relates.

(3)  Based on 10,675,345 shares of Class A Common Stock outstanding as of
November 10, 2011, as reported on the Company's Form 10-Q for the period ended
September 30, 2011, as filed on November 14, 2011.

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CUSIP No.  091736108		Schedule 13 G			Page 8 of 11


Item 1.
   (a)  Name of Issuer:

	Bitstream, Inc. (the "Company")

   (b)  Address of Issuer's Principal Executive Offices:

	500 Nickerson Road, Marlborough, Massachusetts  01752-4695


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" & 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:
	Shares of Class A Common Stock, par value $0.01 per share (the "Common Stock")

   (e)	CUSIP Number:
	091736108


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);

(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).
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CUSIP No.  091736108		Schedule 13 G			Page 9 of 11

(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 beneficially
own an aggregate of 2,025,250 shares of Common Stock, which constitutes 18.97%
of the total number of shares of Common Stock outstanding as of November 10,
2011, as reported in the Company's Form 10-Q for the period ended September 30,
2011.

      The Adviser has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the 2,025,250 shares of Common Stock 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 American Depositary Receipt 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 shares of Common Stock purchased or held pursuant to such
arrangements.




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CUSIP No.  091736108		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

     We are in support of the business transaction just announced yesterday by
the Company bringing value to the shareholders; therefore, we are returning to
a passive investor status.


     By signing below the undersigned certify that, to the best of their know-
ledge 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.  091736108		Schedule 13 G			Page 11 of 11



				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:  February 14, 2012	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:  February 14, 2012	COLUMBIA PACIFIC ADVISORS, LLC  (1)

				/s/ Alexander B. Washburn
			By: 	Alexander B. Washburn
			Title: 	Managing Member



Dated:  February 14, 2012	/s/ Alexander B. Washburn
				Alexander B. Washburn  (1)


Dated:  February 14, 2012	/s/ Daniel R. Baty
				Daniel R. Baty  (1)


Dated:  February 14, 2012	/s/ Stanley L. Baty
				Stanley L. Baty  (1)


Dated:  February 14, 2012	/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.
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