Filing Details

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SHORETEL, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

825211105

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

CUSIP No. 825211105

(1)           Names of Reporting Persons   Park West Asset Management LLC

(2)           Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (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	3,220,339 *
	(6) Shared Voting Power	0
	(7) Sole Dispositive Power	3,220,339 *
	(8) Shared Dispositive Power	0

(9)           Aggregate Amount Beneficially Owned by Each Reporting Person   3,220,339 *

(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ☐

(11)         Percent of Class Represented by Amount in Row (9)   4.7%*

(12)        Type of Reporting Person (See Instructions)   IA

    

* The beneficial ownership percentage is based upon 67,944,678 shares of common stock, $0.001 par value per share (“Common Stock”), of ShoreTel, Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 27, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 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 and PWIMF, the “Reporting Persons”) is the sole member and manager of PWAM.  As of December 31, 2016, PWIMF held 2,843,522 shares of Common Stock and PWPI held 376,817 shares of Common Stock, and thus PWAM and Mr. Park may each be deemed to beneficially own the 3,220,339 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, PWAM and Mr. Park are each deemed to beneficially own 3,220,339 shares of Common Stock, or 4.7% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2016, and PWIMF is deemed to beneficially own 2,843,522 shares of Common Stock, or 4.2% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2016.

    

CUSIP No. 825211105

(1)           Names of Reporting Persons   Peter S. Park

(2)           Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (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	3,220,339 *
	(6) Shared Voting Power	0
	(7) Sole Dispositive Power	3,220,339 *
	(8) Shared Dispositive Power	0

(9)           Aggregate Amount Beneficially Owned by Each Reporting Person   3,220,339 *

(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ☐

(11)         Percent of Class Represented by Amount in Row (9)   4.7%*

(12)        Type of Reporting Person (See Instructions)   IN

    

* The beneficial ownership percentage is based upon 67,944,678 shares of common stock, $0.001 par value per share (“Common Stock”), of ShoreTel, Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 27, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 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 and PWIMF, the “Reporting Persons”) is the sole member and manager of PWAM.  As of December 31, 2016, PWIMF held 2,843,522 shares of Common Stock and PWPI held 376,817 shares of Common Stock, and thus PWAM and Mr. Park may each be deemed to beneficially own the 3,220,339 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, PWAM and Mr. Park are each deemed to beneficially own 3,220,339 shares of Common Stock, or 4.7% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2016, and PWIMF is deemed to beneficially own 2,843,522 shares of Common Stock, or 4.2% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2016.

     

CUSIP No. 825211105

(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) ☐ (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	2,843,522*
	(6) Shared Voting Power	0
	(7) Sole Dispositive Power	2,843,522*
	(8) Shared Dispositive Power	0

(9)           Aggregate Amount Beneficially Owned by Each Reporting Person   2,843,522*

(10)         Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):             ☐

(11)         Percent of Class Represented by Amount in Row (9)   4.2%*

(12)        Type of Reporting Person (See Instructions)   CO

    

* The beneficial ownership percentage is based upon 67,944,678 shares of common stock, $0.001 par value per share (“Common Stock”), of ShoreTel, Inc., a Delaware corporation (the “Company”), issued and outstanding as of October 27, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 4, 2016.  As of December 31, 2016, PWIMF held 2,843,522 shares of Common Stock, or 4.2% of the shares of Common Stock deemed to be issued and outstanding as of December 31, 2016.

    

 

Item 1(a).

Name Of Issuer:  ShoreTel, Inc. (the “Company”)

    

Item 1(b).

Address of Issuer’s Principal Executive Offices:

960 Stewart Drive

Sunnyvale, California 94085-3913

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 2,843,522 shares of common stock, par value $0.001 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 376,817 shares of Common Stock 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 3,220,339 shares of Common Stock held in the aggregate by the PW Funds, which constitute 4.7% of the shares of Common Stock deemed to be outstanding as of December 31, 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.

As of December 31, 2016, PWIMF held 2,843,522 shares of Common Stock, constituting 4.2% of the Common Stock 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:

Common Stock, $0.001 par value per share.

Item 2(e).

CUSIP No.:

825211105

    

 

Item 3.

If This Statement Is Filed Pursuant to Rules 13d-1(b) or 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:	3,220,339 *
(b)          Percent of Class:	4.7%*
(c)          Number of Shares as to which the person has:
(i)         sole power to vote or to direct the vote	3,220,339 *
(ii)        shared power to vote or to direct the vote	0
(iii)       sole power to dispose or to direct the disposition of	3,220,339 *
(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:	2,843,522*
(b)          Percent of Class:	4.2%*
(c)          Number of Shares as to which the person has:
(i)         sole power to vote or to direct the vote	2,843,522*
(ii)        shared power to vote or to direct the vote	0
(iii)       sole power to dispose or to direct the disposition of	2,843,522*
(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  2,843,522 shares of Common Stock of the Company reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 376,817 shares of Common Stock reported on this Schedule 13G; (ii) Mr. Park, as the sole member and manager of PWAM; and (iii) PWIMF.

    

 

The 3,220,339 shares of Common Stock held in the aggregate by the PW Funds, which constitute 4.7% of the shares of Common Stock deemed to be outstanding as of December 31, 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.

As of December 31, 2016, PWIMF held 2,843,522 shares of Common Stock, constituting 4.2% of the Common Stock deemed to be issued and outstanding as of such date.

The foregoing beneficial ownership percentage is based upon 67,944,678  shares of Common Stock of the Company, issued and outstanding as of October 27, 2016, based on information reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Securities and Exchange Commission on November 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:  ☒

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.

    

	February 6, 2017
	PARK WEST ASSET MANAGEMENT LLC
	By:	/s/  Grace Jimenez
		Name:  Grace Jimenez
		Title:    Chief Financial Officer
	PARK WEST INVESTORS MASTER FUND, LIMITED
	By: Park West Asset Management LLC, its Investment Manager
	By:	/s/  Grace Jimenez
		Name:  Grace Jimenez
		Title:    Chief Financial Officer
	/s/  Peter S. Park
	Peter S. Park

 

Exhibit Index

 

Exhibit	Page
A.  Joint Filing Agreement dated as of February 6, 2017 by and among Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park	10

    

 

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, par value $0.001 per share, of ShoreTel, 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 6th day of February, 2017.

    

    

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