UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

Information to be included in statements filed pursuant

to Rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

(AMENDMENT NO.3)*

Broadcast International, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

11131M100

(CUSIP Number)

December 31, 2013

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed:

[ ] 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on the Following Pages)

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Gem Partners, LP

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	11,199,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	11,199,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,199,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.8%

12.	TYPE OF REPORTING PERSON

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Gem Investment Advisors, LLC

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	11,199,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	11,199,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,199,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.8%

12.	TYPE OF REPORTING PERSON

	OO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Daniel M. Lewis

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	11,199,999

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	11,199,999

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,199,999

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.8%

12.	TYPE OF REPORTING PERSON

	IN, HC

This Amendment is filed with respect to the shares of common stock, $.05 par value (the "Common Stock") of Broadcast International, Inc. (“Issuer”) beneficially owned by the Reporting Persons identified below as of February 12, 2014 and amends and supplements the Schedule 13G filed on January 3, 2011, as previously amended (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on this Schedule 13G (collectively, the “Reporting Persons”) are:

-	Gem Partners, LP (the “Gem Partners”).

-	Gem Investment Advisors, LLC (“Advisors”).

-	Daniel M. Lewis (“Lewis”).

Advisors is the general partner of Gem Partners. Mr. Lewis is the managing member of Advisors.

ITEM 4. OWNERSHIP.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

(i) Gem Partners beneficially owns 11,199,999 shares of Common Stock, consisting of: (A) 7,466,666 shares of Common Stock, and (B) warrants (“Warrants”)exercisable for 3,733,333 shares of Common Stock.

(ii) Advisors, as the general partner of Gem Partners, beneficially owns the 11,199,999 shares of Common Stock beneficially owned by Gem Partners.

(iii) Mr. Lewis, as the controlling person of Advisors, is deemed to beneficially own the 11,199,999 shares of Common Stock beneficially owned by Advisors.

(iv) Collectively, the Reporting Persons beneficially own 11,199,999 shares of Common Stock.

(b)

Percent of Class:

(i) Gem Partners’ beneficial ownership of shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.

(ii) Advisors’ beneficial ownership of shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.

(iii) Mr. Lewis’s beneficial ownership of shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.

(iv) Collectively, the Reporting Persons’ beneficial ownership of shares of Common Stock represents 9.8% of all of the outstanding shares of Common Stock.

(i) Sole power to vote or to direct the vote of Common Stock:

See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote of Common Stock:

See Cover Pages Items 5-9.

(iii) Sole power to dispose or to direct the disposition of Common Stock:

See Cover Pages Items 5-9.

(iv) Shared power to dispose or to direct the disposition of Common Stock:

See Cover Pages Items 5-9.

ITEM 10. CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above 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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated: February 14, 2014

GEM PARTNERS, LP

By: Gem Investment Advisors, LLC, as General Partner

By: /s/ Daniel M. Lewis

Daniel M. Lewis, Managing Member

GEM INVESTMENT ADVISORS, LLC

By: /s/ Daniel M. Lewis

Daniel M. Lewis, Managing Member

/s/ Daniel M. Lewis

Daniel M. Lewis

BROADCAST INTERNATIONAL INC SC 13G/A