0000905718-14-000029.txt : 20140212 0000905718-14-000029.hdr.sgml : 20140212 20140212165325 ACCESSION NUMBER: 0000905718-14-000029 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52865 FILM NUMBER: 14601079 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 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/A 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/A 1 outerwall13gam1feb14.htm OUTERWALL SCH 13GAM1 outerwall13gam1feb14.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
OUTERWALL INC.
(Name of Issuer)
 
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
 
690070107
(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 13G 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 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. 690070107
 
(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) o
 
(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
884,608*
 
 
 
(6)
 
Shared Voting Power
 
0
 
 
 
(7)
 
Sole Dispositive Power
 
884,608*
 
 
 
(8)
 
Shared Dispositive Power
 
0
 
 
 
(9)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
884,608*
 
(10)
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
o 
 
(11)
 
Percent of Class Represented by Amount in Row (9)
 
3.2%*
 
(12)
 
Type of Reporting Person (See Instructions)
 
IA
 
* Beneficial ownership percentage is based upon 27,712,014 shares of common stock, $0.001 par value per share (“Common Stock”), of Outerwall Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 18, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on October 24, 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 December 31, 2013, PWIMF held 724,202 shares of Common Stock.  As of December 31, 2013, PWPI held 160,406 shares of Common Stock.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”), may be deemed to beneficially own the 884,608 shares of Common Stock held in the aggregate by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons are deemed to beneficially own 884,608 shares of Common Stock, or 3.2% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2013.
 
  
 
 
2

 
 
 

 

 
CUSIP No. 690070107
 
(1)
 
Names of Reporting Persons
 
Peter S. Park
 
 
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
 
   
(b) o
 
(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
 
884,608*
 
 
 
(6)
 
Shared Voting Power
 
0
 
 
 
(7)
 
Sole Dispositive Power
 
884,608*
 
 
 
(8)
 
Shared Dispositive Power
 
0
 
 
 
(9)
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
884,608* 
 
(10)
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
o 
(11)
 
Percent of Class Represented by Amount in Row (9)
 
3.2%* 
 
(12)
 
Type of Reporting Person (See Instructions)
 
IN 
 
* Beneficial ownership percentage is based upon 27,712,014 shares of common stock, $0.001 par value per share (“Common Stock”), of Outerwall Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 18, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on October 24, 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 December 31, 2013, PWIMF held 724,202 shares of Common Stock.  As of December 31, 2013, PWPI held 160,406 shares of Common Stock.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”), may be deemed to beneficially own the 884,608 shares of Common Stock held in the aggregate by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons are deemed to beneficially own 884,608 shares of Common Stock, or 3.2% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2013.
 
 
3

 
 

 

Item 1(a). Name of Issuer. Outerwall Inc. (the “Company”)
 
Item 1(b). Address of Issuer's Principal Executive Offices.
 
1800 114th Avenue SE
Bellevue, Washington 98004
 
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 724,202 shares of common stock, $0.001 par value per share (“Common Stock”) 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 160,406 shares of Common Stock reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”).
 
The 884,608 shares of Common Stock held in the aggregate by the PW Funds, which constitute 3.2% of the shares of Common Stock deemed to be outstanding as of December 31, 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 Person 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 Stock, $0.001 par value per share.
 
Item 2(e). CUSIP No.
 
690070107
 
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:
884,608*
   
         
 
(b) Percent of Class:
3.2%*
   
         
 
(c) Number of Shares as to which the person has:
     
         
  (i) sole power to vote or to direct the vote
884,608*
   
         
  (ii) shared power to vote or to direct the vote
0
   
         
  (iii) sole power to dispose or to direct the disposition of
884,608*
   
         
  (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 724,202 shares of Common Stock reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 160,406 shares of Common Stock reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM.
 
The 884,608 shares of Common Stock held in the aggregate by the PW Funds, which constitute 3.2% of the shares of Common Stock deemed to be outstanding as of December 31, 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 27,712,014 shares of Common Stock of the Company issued and outstanding as of October 18, 2013, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on October 24, 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: ý

 
 
 
5
 
 

 
 
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.
 
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.
 
 
February 12, 2014
   
       
       
 
 
/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)
7
 
 

 
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 common stock, $0.001 par value per share, of Outerwall 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 12th day of February, 2014.
       
    /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