Peter S. Park‘s Park West Asset Management decided to boost its stake in Shutterfly Inc (NASDAQ:SFLY) according to a recent Form 13G filed with the Securities and Exchange Commission. On June 30, the fund held 898,291 common shares of Shutterfly, which has since been nearly doubled, as it currently counts 1.71 million shares of the company among its holdings, which represent 5.0% of the stock’s float.
Shutterfly Inc (NASDAQ:SFLY) is a company that sells personalized photo-based products, operating in these divisions: Consumer, Enterprise and Corporate. Over the past 12 months, the company’s stock has gained 6.8%. In its financial report for the third quarter of 2016, Shutterfly reported a loss per share of $0.86 and revenue of $187.33 million, both of which topped estimates, which had called for a loss per share of $0.92 and revenue of $183.59 million. Recently, Axiom Securities upgraded its rating on Shutterfly’s stock to ‘Buy’ from ‘Hold’, and has a price target of $53 on it, while RBC Capital Markets set a price target of $57 on Shutterfly and has a ‘Buy’ rating on it.
crystal51/Shutterstock.com
At the end of June, Shutterfly Inc (NASDAQ:SFLY) was held by 22 of the investors from within our database, down by five from a quarter earlier. Among the biggest investors in the company on June 30 were Adam Wolfberg and Steven Landry’s EastBay Asset Management (1.95 million shares), Mario Cibelli’s Marathon Partners (1.67 million shares), Debra Fine’s Fine Capital Partners (1.43 million shares), and Claus Moller’s P2 Capital Partners (1.34 million shares).
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Park West Asset Management | 1,705,393 | 0 | 1,705,393 | 0 | 1,705,393 | 5.0% |
| Peter S. Park | 1,705,393 | 0 | 1,705,393 | 0 | 1,705,393 | 5.0% |
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Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| SHUTTERFLY, INC. |
| (Name of Issuer) |
| COMMON STOCK, $0.0001 PAR VALUE PER SHARE |
| (Title of Class of Securities) |
| 82568P304 |
| (CUSIP Number) |
| OCTOBER 14, 2016 |
| (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)
☒ 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).
Page 2 of 9 – SEC Filing
| CUSIP No. 82568P304 | ||
| (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 | 1,705,393* |
| (6) Shared Voting Power | 0 | |
| (7) Sole Dispositive Power | 1,705,393* | |
| (8) Shared Dispositive Power | 0 |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,705,393* | |||
| (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) 5.0%* | |||
| (12) | Type of Reporting Person (See Instructions) IA | |||
* Beneficial ownership percentage is based upon 33,978,911 shares of common stock, $0.0001 par value per share (“Common Stock”), of Shutterfly, Inc., a Delaware corporation (the “Company”), issued and outstanding as of August 1, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016. 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, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager of PWAM. As of October 14, 2016, PWIMF held 1,503,571 shares of Common Stock of the Company and PWPI held 201,822 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,705,393 shares of Common Stock of the Company held in the aggregate by the PW Funds, or 5.0% of the shares of Common Stock of the Company deemed to be issued and outstanding as of October 14, 2016.
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Page 3 of 9 – SEC Filing
| CUSIP No. 82568P304 | ||
| (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 | 1,705,393* |
| (6) Shared Voting Power | 0 | |
| (7) Sole Dispositive Power | 1,705,393* | |
| (8) Shared Dispositive Power | 0 |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,705,393* | |||
| (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) 5.0%* | |||
| (12) | Type of Reporting Person (See Instructions) IN | |||
* Beneficial ownership percentage is based upon 33,978,911 shares of Common Stock of the Company, issued and outstanding as of August 1, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of October 14, 2016, PWIMF held 1,503,571 shares of Common Stock of the Company and PWPI held 201,822 shares of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,705,393 shares of Common Stock of the Company held in the aggregate by the PW Funds, or 5.0% of the shares of Common Stock of the Company deemed to be issued and outstanding as of October 14, 2016.
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Page 4 of 9 – SEC Filing
Item 1(a). Name Of Issuer: Shutterfly, Inc. (the “Company”)
Item 1(b). Address of Issuer’s Principal Executive Offices.
2800 Bridge Parkway
Redwood City, California 94065
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 1,503,571 shares of common stock, $0.0001 par value per share, (“Common Stock”) of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 201,822 shares of Common Stock of the Company reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”).
The 1,705,393 shares of Common Stock of the Company held in the aggregate by the PW Funds, which constitute 5.0% of the shares of Common Stock of the Company deemed to be issued and outstanding as of October 14, 2016, 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 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.
Item 2(d). Title of Class of Securities.
Common Stock, $0.0001 par value per share.
Item 2(e). CUSIP No.
82568P304
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.
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Page 5 of 9 – SEC Filing
Item 4. Ownership.
| (a) | Amount Beneficially Owned: | 1,705,393* | ||
| (b) | Percent of Class: | 5.0%* | ||
| (c) | Number of Shares as to which the person has: | |||
| (i) | sole power to vote or to direct the vote: | 1,705,393* | ||
| (ii) | shared power to vote or to direct the vote | 0 | ||
| (iii) | sole power to dispose or to direct the disposition of: | 1,705,393* | ||
| (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 1,503,571 shares of Common Stock of the Company, as reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 201,822 shares of Common Stock of the Company, as reported on this Schedule 13G; and (ii) Mr. Park, as the sole member and manager of PWAM.
The 1,705,393 shares of Common Stock of the Company held in the aggregate by the PW Funds, which constitute 5.0% of the shares of Common Stock of the Company deemed to be issued and outstanding as of October 14, 2016, 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 33,978,911 shares of Common Stock of the Company, issued and outstanding as of August 1, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2016.
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: ☐
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Page 6 of 9 – SEC Filing
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.
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Page 7 of 9 – SEC Filing
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.
| October 24, 2016 | |||
| PARK WEST ASSET MANAGEMENT LLC | |||
| By: | /s/ Grace Jimenez | ||
| Name: Grace Jimenez | |||
| 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)
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Page 8 of 9 – SEC Filing
Exhibit Index
| Exhibit | Page |
| A. Joint Filing Agreement, dated as of October 24, 2016, by and between Park West Asset Management LLC and Peter S. Park. | 9 |
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Page 9 of 9 – SEC Filing
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 shares of common stock, $0.0001 par value per share, of Shutterfly, Inc., a Delaware corporation, 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 24th day of October, 2016.
| /s/ Peter S. Park | ||||
| Peter S. Park | ||||
| PARK WEST ASSET MANAGEMENT LLC | ||||
| By: | /s/ | Grace Jimenez | ||
| Name: Grace Jimenez | ||||
| Title: Chief Financial Officer | ||||
9
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