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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equity Swap | (2) | 02/01/2017 | J/K(2) | 30,000 | 02/01/2017 | 06/04/2018 | Common Stock, $.0001 par value per share | 30,000 | (2) | 30,000 | I | See Footnote (1) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Park West Asset Management LLC 900 LARKSPUR LANDING CIRCLE, SUITE 165 LARKSPUR, CA 94939 |
X | |||
| /s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC | 02/03/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Park West Asset Management LLC (the "Reporting Person") 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"). Peter S. Park ("Mr. Park") is the sole member and manager of the Reporting Person. |
| (2) | Commencing February 1, 2017 (the "Event Date"), the Reporting Person entered into an equity swap with a securities broker under which, on June 4, 2018, (i) the Reporting Person will be obligated to pay to the broker $197,376 representing $6.5792 per share (including a $0.03 per share commission) for each share of Common Stock that is subject to the equity swap, and (ii) the broker will be obligated to pay to the Reporting Person the market value of the 30,000 shares of Common Stock as of the end of the period. Any dividends earned on the 30,000 shares of Common Stock during the term of the equity swap will be paid to the Reporting Person. |
| (3) | During the term of the equity swap, the Reporting Person will pay to the broker "interest" on an aggregate of approximately $197,376 at the Federal Funds rate plus 30 basis points. Of the 30,000 shares underlying the equity swap reported herein referenced in Table II, on the Event Date, PWIMF held the economic equivalent of all 30,000 shares of Common Stock and PWPI held the economic equivalent of no shares of Common Stock. 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. |