0001214659-13-004340.txt : 20130805 0001214659-13-004340.hdr.sgml : 20130805 20130805163023 ACCESSION NUMBER: 0001214659-13-004340 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130805 DATE AS OF CHANGE: 20130805 GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR DYNAMICS INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001482080 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 261737267 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87556 FILM NUMBER: 131010555 BUSINESS ADDRESS: STREET 1: 525 SCIENCE DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: (608) 310-5100 MAIL ADDRESS: STREET 1: 525 SCIENCE DRIVE CITY: MADISON STATE: WI ZIP: 53711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 354-0677 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G 1 c82131sc13g.htm c82131sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No.    )*


CELLULAR DYNAMICS INTERNATIONAL, INC.
(Name of Issuer)
 
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
 
15117V109
(CUSIP Number)
 
July 25, 2013
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  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).
 
 
 
 

CUSIP No. 15117V109
(1)
Names of Reporting Persons
 
Park West Asset Management LLC
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a) ¨
(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
 
825,000*
 
(6) Shared Voting Power
0
 
(7) Sole Dispositive Power
825,000*
 
(8) Shared Dispositive Power
 
0
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
825,000*
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ¨
 
 
(11)
Percent of Class Represented by Amount in Row (9)
 
5.2%*
(12)
Type of Reporting Person (See Instructions)
 
IA
* The beneficial ownership percentage is based upon 15,734,749 shares of common stock, $0.0001 par value per share (“Common Shares”), of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), deemed issued and outstanding as of July 24, 2013, based on information reported by the Company in its registration statement dated July 24, 2013 and filed with the Securities and Exchange Commission on July 26, 2013.  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, together with PWIMF, the “PW Funds”).  As of July 25, 2013, PWIMF held 680,694 Common Shares and PWPI held 144,306 Common Shares.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), may be deemed to beneficially own the 825,000 Common Shares deemed to be held in the aggregate by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park are deemed to beneficially own 825,000 Common Shares, or 5.2% of the Common Shares deemed to be issued and outstanding as of July 25, 2013.

 
2
 

CUSIP No. 15117V109
(1)
Names of Reporting Persons
 
Peter S. Park
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a) ¨
(b) ¨
(3)
SEC Use Only
 
(4)
Citizenship or Place of Organization
 
United States of America
Number of Shares Beneficially Owned by
Each Reporting Person With:
(5) Sole Voting Power
825,000*
 
(6) Shared Voting Power
0
 
(7) Sole Dispositive Power
825,000*
 
(8) Shared Dispositive Power
 
0
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
825,000*
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ¨
 
 
(11)
Percent of Class Represented by Amount in Row (9)
 
5.2%*
(12)
Type of Reporting Person (See Instructions)
 
IN
* The beneficial ownership percentage is based upon 15,734,749 shares of common stock, $0.0001 par value per share (“Common Shares”), of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), deemed issued and outstanding as of July 24, 2013, based on information reported by the Company in its registration statement dated July 24, 2013 and filed with the Securities and Exchange Commission on July 26, 2013.  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, together with PWIMF, the “PW Funds”).  As of July 25, 2013, PWIMF held 680,694 Common Shares and PWPI held 144,306 Common Shares.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), may be deemed to beneficially own the 825,000 Common Shares deemed to be held in the aggregate by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park are deemed to beneficially own 825,000 Common Shares, or 5.2% of the Common Shares deemed to be issued and outstanding as of July 25, 2013.

 
3
 


Item 1(a).
Name Of Issuer.  Cellular Dynamics International, Inc. (the “Company”)
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices.

525 Science Drive
Madison, Wisconsin 53711

Item 2(a). 
Name of Person Filing.

This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 680,694 shares of common stock, par value $0.0001 per share (“Common Shares”), of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, together with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 144,306 Common Shares reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, together with PWAM, the “Reporting Persons”).

The 825,000 Common Shares held in the aggregate by the PW Funds, which constitute 5.2% of the Common Shares deemed to be outstanding as of July 25, 2013, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
 
Item 2(b). 
Address of Principal Business Office or, if None, Residence.
 
The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

Item 2(c).
Citizenship.

PWAM is organized under the laws of the State of Delaware.  Mr. Park is a citizen of the United States.
 
Item 2(d).
Title of Class of Securities.
 
Common Shares, $0.0001 par value per share
 
Item 2(e).
CUSIP No.
 
15117V109
 
Item 3.
If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
Not Applicable.
 
 
4
 
 
Item 4.
Ownership.

(a)
Amount Beneficially Owned:
825,000*
       
(b)
Percent of Class:
5.2%*
       
(c)
Number of Shares as to which the person has:
  
       
 
(i)
sole power to vote or to direct the vote
825,000*
       
 
(ii)
shared power to vote or to direct the vote
0
       
 
(iii)
sole power to dispose or to direct the disposition of
825,000*
       
 
(iv)
shared power to dispose or to direct the disposition of
0

* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 680,694 Common Shares reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 144,306 Common Shares reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM.

The 825,000 Common Shares held in the aggregate by the PW Funds, which constitute 5.2% of the Common Shares deemed to be outstanding as of July 25, 2013, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.  The foregoing beneficial ownership percentage is based upon 15,734,749 Common Shares deemed issued and outstanding as of July 24, 2013, based on information reported by the Company in its registration statement dated July 24, 2013 and filed with the Securities and Exchange Commission on July 26, 2013.

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:  o
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

Not Applicable.
 
 
5
 

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certification.

By signing below I certify that, to the best of my 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.
 
 
 
 
 
 
 
6
 

SIGNATURE

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.

 
August 5, 2013
  
     
     
     
     
 
/s/   Peter S. Park
  
 
Peter S. Park
  
     
     
 
PARK WEST ASSET MANAGEMENT LLC
  
       
 
By:
/s/    James J. Watson
  
 
Name: James J. Watson
  
 
Title: Chief Financial Officer
  



Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
Exhibit A


JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of Cellular Dynamics International, Inc., and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby execute this agreement this 5th day of August, 2013.



 
/s/   Peter S. Park
  
 
Peter S. Park
  
     
     
 
PARK WEST ASSET MANAGEMENT LLC
  
       
 
By:
/s/    James J. Watson
  
 
Name: James J. Watson
  
 
Title: Chief Financial Officer