SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Park West Asset Management LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 165

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2015

3. Issuer Name and Ticker or Trading Symbol
OUTERWALL INC [ OUTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share	841,916	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Equity Options	10/15/2015	10/16/2015	Common Stock, $0.001 par value per share	600,000	$125	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Equity Options	10/15/2015	01/15/2016	Common Stock, $0.001 par value per share	500,000	$70	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. Park West Asset Management LLC ("PWAM") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF"), and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, collectively with PWIMF, the "PW Funds"), Peter S. Park ("Mr. Park") is the sole member and manager of PWAM (the "Reporting Person").

2. On October 15, 2015, the date of the event which requires the filing of this statement (the "Reporting Date"), PWIMF held (i) 741,638 shares of common stock, par value $0.001 per share ("Common Stock"), and (ii) options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date and PWPI held (i) 100,278 shares of Common Stock and (ii) options to purchase 130,100 shares of Common Stock exercisable within sixty days of the Reporting Date, and thus the Reporting Person and Mr. Park may be deemed to beneficially own (i) 841,916 shares of Common Stock and (ii) options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date held in the aggregate by the PW Funds.

3. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Person and Mr. Park may be deemed to beneficially own 841,916 shares of Common Stock and options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date, or 10.1% of the shares of Common Stock deemed to be issued and outstanding as of the Reporting Date.

Remarks:

The Common Stock and options to purchase Common Stock reported herein represent securities (the "Securities") held by the PW Funds. Pursuant to Reg. Section 240.16a-1(a)(2), the Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such Securities.

	/s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC	10/26/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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