VELTI PLC
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(Name of Issuer)
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ORDINARY SHARES, £0.05 NOMINAL VALUE PER SHARE
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(Title of Class of Securities)
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G93285107
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(CUSIP Number)
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April 18, 2013
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. G93285107
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(1) Names of Reporting Persons
Park West Asset Management LLC
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o
(b) ¨
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power 6,666,667*
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 6,666,667*
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,667*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨
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(11) Percent of Class Represented by Amount in Row (9)
8.1%*
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(12) Type of Reporting Person (See Instructions)
IA
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CUSIP No. G93285107
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(1) Names of Reporting Persons
Peter S. Park
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o
(b) ¨
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power 6,666,667*
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 6,666,667*
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,667*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨
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(11) Percent of Class Represented by Amount in Row (9)
8.1%*
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(12) Type of Reporting Person (See Instructions)
IN
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CUSIP No. G93285107
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(1) Names of Reporting Persons
Park West Investors Master Fund, Limited
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o
(b) ¨
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power 5,499,494*
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 5,499,494*
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,499,494*
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨
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(11) Percent of Class Represented by Amount in Row (9)
6.7%*
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(12) Type of Reporting Person (See Instructions)
CO
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Item 1(b). Address of Issuer’s Principal Executive Offices.
First Floor, 28-32 Pembroke Street Upper
Dublin 2, Republic of Ireland
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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 5,499,494 ordinary shares, £0.05 nominal value per share (“Ordinary 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 1,167,173 Ordinary Shares reported on this Schedule 13G; (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”); and (iii) PWIMF (collectively with Mr. Park and PWAM, the “Reporting Persons”).
The 6,666,667 Ordinary Shares held in the aggregate by the PW Funds, which constitute 8.1% of the Ordinary Shares deemed to be outstanding as of April 18, 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.
As of April 18, 2013, PWIMF held 5,499,494 Ordinary Shares, constituting 6.7% of the Ordinary Shares deemed to be issued and outstanding as of such date.
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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.
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Item 2(c). Citizenship.
PWAM is organized under the laws of the State of Delaware. Mr. Park is a citizen of the United States. PWIMF is a Cayman Islands exempted company.
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Item 2(d). Title of Class of Securities.
Ordinary Shares, £0.05 nominal value per share.
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Item 2(e). CUSIP No.
G93285107
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(a)
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Amount Beneficially Owned:
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6,666,667*
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(b)
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Percent of Class:
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8.1%*
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(c)
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Number of Shares as to which the person has:
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(i)
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sole power to vote or to direct the vote
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6,666,667*
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(ii)
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shared power to vote or to direct the vote
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0
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(iii)
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sole power to dispose or to direct the disposition of
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6,666,667*
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(iv)
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shared power to dispose or to direct the disposition of
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0
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(a)
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Amount Beneficially Owned:
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5,499,494*
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(b)
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Percent of Class:
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6.7%*
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(c)
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Number of Shares as to which the person has:
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(i)
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sole power to vote or to direct the vote
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5,499,494*
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(ii)
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shared power to vote or to direct the vote
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0
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(iii)
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sole power to dispose or to direct the disposition of
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5,499,494*
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(iv)
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shared power to dispose or to direct the disposition of
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0
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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April 29, 2013
PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/ James J. Watson | ||
Name: James J. Watson
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By: | /s/ James J. Watson | ||
Name: James J. Watson
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Title: Chief Financial Officer
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/s/ Peter S. Park | |||
Peter S. Park |
PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/ James J. Watson | ||
Name: James J. Watson
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Title: Chief Financial Officer
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PARK WEST INVESTORS MASTER FUND, LIMITED
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By: | /s/ James J. Watson | ||
Name: James J. Watson
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Title: Chief Financial Officer
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/s/ Peter S. Park | |||
Peter S. Park |