0001214659-13-002328.txt : 20130429 0001214659-13-002328.hdr.sgml : 20130427 20130429163054 ACCESSION NUMBER: 0001214659-13-002328 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130429 DATE AS OF CHANGE: 20130429 GROUP MEMBERS: PARK WEST INVESTORS MASTER FUND LTD GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Velti plc CENTRAL INDEX KEY: 0001490412 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 203774475 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85948 FILM NUMBER: 13792060 BUSINESS ADDRESS: STREET 1: FIRST FLOOR STREET 2: 28-32 PEMBROKE STREET UPPER CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 33 (0) 1234 2676 MAIL ADDRESS: STREET 1: FIRST FLOOR STREET 2: 28-32 PEMBROKE STREET UPPER CITY: DUBLIN STATE: L2 ZIP: 2 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 j429130sc13g.htm j429130sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


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


VELTI PLC
(Name of Issuer)
 
ORDINARY SHARES, £0.05 NOMINAL VALUE PER SHARE
(Title of Class of Securities)
 
G93285107
(CUSIP Number)
 
April 18, 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. G93285107
 
  
 
(1)          Names of Reporting Persons
 
Park West Asset Management LLC
 
  
 
(2)           Check the Appropriate Box if a Member of a Group (See Instructions)
 
   (a) o
   (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                                                          6,666,667*
 
(6) Shared Voting Power                                                                   0
 
(7) Sole Dispositive Power                                                  6,666,667*
 
(8) Shared Dispositive Power                                                           0
 
 
(9)           Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,666,667*
 
  
 
(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ¨
 
  
 
(11)         Percent of Class Represented by Amount in Row (9)
 
8.1%*
 
  
 
(12)         Type of Reporting Person (See Instructions)
 
IA
 
  

* Beneficial ownership percentage is based upon 82,151,553 ordinary shares, £0.05 nominal value per share (“Ordinary Shares”), of Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company”), deemed to be issued and outstanding as of April 18, 2013, which number is equal to (i) 65,622,141 Ordinary Shares outstanding as of December 31, 2012, as reported by the Company in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (filed with the Securities and Exchange Commission on April 11, 2013), plus (ii) 16,529,412 Ordinary Shares sold by the Company in a private offering pursuant to a securities purchase agreement dated April 18, 2013, as reported by the Company in its Report of Foreign Private Issuer on Form 6-K for the month of April, 2013 (filed with the Securities and Exchange Commission on April 19, 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 April 18, 2013, PWIMF is deemed to hold 5,499,494 Ordinary Shares and PWPI is deemed to hold 1,167,173 Ordinary 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 6,666,667 Ordinary 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 6,666,667 Ordinary Shares, or 8.1% of the Ordinary Shares deemed to be issued and outstanding as of April 18, 2013.
 
 
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CUSIP No. G93285107
 
  
 
(1)          Names of Reporting Persons
 
Peter S. Park
 
  
 
(2)           Check the Appropriate Box if a Member of a Group (See Instructions)
 
  
   (a) o     
   (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                                                          6,666,667*
 
(6) Shared Voting Power                                                                    0
 
(7) Sole Dispositive Power                                                  6,666,667*
 
(8) Shared Dispositive Power                                                           0
 
 
(9)          Aggregate Amount Beneficially Owned by Each Reporting Person
 
6,666,667*
 
  
 
(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ¨
 
  
 
(11)         Percent of Class Represented by Amount in Row (9)
 
8.1%*
 
  
 
(12)         Type of Reporting Person (See Instructions)
 
IN
 
  

* Beneficial ownership percentage is based upon 82,151,553 ordinary shares, £0.05 nominal value per share (“Ordinary Shares”), of Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company”), deemed to be issued and outstanding as of April 18, 2013, which number is equal to (i) 65,622,141 Ordinary Shares outstanding as of December 31, 2012, as reported by the Company in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (filed with the Securities and Exchange Commission on April 11, 2013), plus (ii) 16,529,412 Ordinary Shares sold by the Company in a private offering pursuant to a securities purchase agreement dated April 18, 2013, as reported by the Company in its Report of Foreign Private Issuer on Form 6-K for the month of April, 2013 (filed with the Securities and Exchange Commission on April 19, 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 April 18, 2013, PWIMF is deemed to hold 5,499,494 Ordinary Shares and PWPI is deemed to hold 1,167,173 Ordinary 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 6,666,667 Ordinary 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 6,666,667 Ordinary Shares, or 8.1% of the Ordinary Shares deemed to be issued and outstanding as of April 18, 2013.

 
3
 

CUSIP No. G93285107
 
 
 
 
(1)          Names of Reporting Persons
 
Park West Investors Master Fund, Limited
 
 
 
 
(2)           Check the Appropriate Box if a Member of a Group (See Instructions)
   
   (a) o
   (b) ¨
 
 
(3)           SEC Use Only
 
  
 
(4)          Citizenship or Place of Organization
 
Cayman Islands
 
  
 
Number of Shares Beneficially Owned by
Each Reporting Person With:
 
 
(5) Sole Voting Power                                                           5,499,494*
 
(6) Shared Voting Power                                                                    0
 
(7) Sole Dispositive Power                                                   5,499,494*
 
(8) Shared Dispositive Power                                                            0
 
 
(9)          Aggregate Amount Beneficially Owned by Each Reporting Person
 
5,499,494*
 
  
 
(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ¨
 
  
 
(11)         Percent of Class Represented by Amount in Row (9)
 
6.7%*
 
  
 
(12)         Type of Reporting Person (See Instructions)
 
CO
 
  

* Beneficial ownership percentage is based upon 82,151,553 ordinary shares, £0.05 nominal value per share (“Ordinary Shares”), of Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company”), deemed to be issued and outstanding as of April 18, 2013, which number is equal to (i) 65,622,141 Ordinary Shares outstanding as of December 31, 2012, as reported by the Company in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (filed with the Securities and Exchange Commission on April 11, 2013), plus (ii) 16,529,412 Ordinary Shares sold by the Company in a private offering pursuant to a securities purchase agreement dated April 18, 2013, as reported by the Company in its Report of Foreign Private Issuer on Form 6-K for the month of April, 2013 (filed with the Securities and Exchange Commission on April 19, 2013).  As of April 18, 2013, Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) is deemed to hold 5,499,494 Ordinary Shares, or 6.7% of the Ordinary Shares deemed to be issued and outstanding as of April 18, 2013.

 
4
 

Item 1(a).  Name Of Issuer.  Velti plc (the “Company”)
 
Item 1(b).  Address of Issuer’s Principal Executive Offices.
 
First Floor, 28-32 Pembroke Street Upper
Dublin 2, Republic of Ireland
 
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.
 
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.  PWIMF is a Cayman Islands exempted company.
 
Item 2(d).  Title of Class of Securities.
 
Ordinary Shares, £0.05 nominal value per share.
 
 
5
 
 
Item 2(e).  CUSIP No.
 
G93285107
 
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.
 
Item 4.  Ownership.

As reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:

 
(a)
Amount Beneficially Owned:
6,666,667*
       
 
(b)
Percent of Class:
8.1%*
       
 
(c)
Number of Shares as to which the person has:
  
         
   
(i)
sole power to vote or to direct the vote
6,666,667*
         
   
(ii)
shared power to vote or to direct the vote
0
         
   
(iii)
sole power to dispose or to direct the disposition of
6,666,667*
         
   
(iv)
shared power to dispose or to direct the disposition of
0


As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:

 
(a)
Amount Beneficially Owned:
5,499,494*
       
 
(b)
Percent of Class:
6.7%*
       
 
(c)
Number of Shares as to which the person has:
  
         
   
(i)
sole power to vote or to direct the vote
5,499,494*
         
   
(ii)
shared power to vote or to direct the vote
0
         
   
(iii)
sole power to dispose or to direct the disposition of
5,499,494*
         
   
(iv)
shared power to dispose or to direct the disposition of
0

 
6
 
 
* 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 5,499,494 Ordinary Shares reported on this Schedule 13G, and (b) PWPI, 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; and (iii) PWIMF.

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.

The foregoing beneficial ownership percentages are based upon 82,151,553 Ordinary Shares deemed to be issued and outstanding as of April 18, 2013, which number is equal to (i) 65,622,141 Ordinary Shares outstanding as of December 31, 2012, as reported by the Company in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012 (filed with the Securities and Exchange Commission on April 11, 2013), plus (ii) 16,529,412 Ordinary Shares sold by the Company in a private offering pursuant to a securities purchase agreement dated April 18, 2013, as reported by the Company in its Report of Foreign Private Issuer on Form 6-K for the month of April, 2013 (filed with the Securities and Exchange Commission on April 19, 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:  [   ]

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.

Item 9.  Notice of Dissolution of Group.

Not Applicable.
 
 
7
 

 
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.
 
 
 
 

 
 
8
 
 
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.
 
 
April 29, 2013

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



Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 
 
9
 
 
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 ordinary shares, £0.05 nominal value per share, of Velti plc, 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 29th day of April, 2013.

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

 
10