X0206 3 2014-12-01 0 0001029581 BLUEPHOENIX SOLUTIONS LTD BPHX 0001007866 MILLER SCOTT DENNIS P. O. BOX 12451 DALLAS TX 75225 1 0 1 0 Ordinary Shares, NIS 0.04 per share 5208167 I By Mindus Holdings, Ltd. Shares acquired in connection with that certain Amended and Restated Agreement and Plan of Merger, dated as of October 14, 2014, by and among the Issuer, Modern Systems Corporation, Sophisticated Business Systems, Inc., the Reporting Person, as stockholder representative, and the other parties thereto. Shares include 1,033,985 ordinary shares being held in escrow and subject to forfeiture in accordance with the foregoing Agreement and Plan of Merger. The Reporting Person is the beneficial owner of Mindus Holdings, Ltd. Scott Dennis Miller 2014-12-01