Outerwall Inc (OUTR): Raging Capital Management Dumps Stake

Page 2 of 4 – SEC Filing

Item 1(a).

Name of Issuer:

Outerwall Inc.

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 statement is filed by Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Raging Capital is the Investment Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), in whose name the Issuer’s Common Stock, $0.001 par value per share (the “Shares”), were held.  William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital.  Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012 (the “IMA”).  The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days’ written notice.  As a result, each of Raging Capital and William C. Martin may have been deemed to beneficially own the Shares previously held by Raging Master.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553.

Item 2(c).

Citizenship:

Raging Capital is organized under the laws of the State of Delaware.  William C. Martin is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share.

Item 2(e).

CUSIP Number:

690070 10 7

Item 3.

If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

/  /

Not Applicable

(a)

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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).