UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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BACTERIN INTERNATIONAL HOLDINGS, INC.
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(Name of Issuer)
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COMMON STOCK, $0.000001 PAR VALUE PER SHARE
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(Title of Class of Securities)
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05644R200
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(CUSIP Number)
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July 28, 2015
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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).
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(1)
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Names of Reporting Persons
Park West Asset Management LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(b) ¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power |
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(6) Shared Voting Power |
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(7) Sole Dispositive Power |
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(8) Shared Dispositive Power
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0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): ¨
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(11)
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Percent of Class Represented by Amount in Row (9)
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(12)
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Type of Reporting Person (See Instructions)
IA
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* Beneficial ownership percentage is based upon 7,044,426 shares of common stock, $0.000001 par value per share (“Common Stock”), of Bacterin International Holdings, Inc., a Delaware corporation (the “Company”), issued and outstanding as of May 1, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2015. 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”). As of July 28, 2015 (the “Effective Date”), PWIMF held $6,611,227.00 of the Company’s 6.00% Convertible Senior Notes due 2021 (the “Notes”) and PWPI held $888,773.00 of the Company’s Notes. The Notes are convertible based on a conversion rate of 257.5163 shares of Common Stock per $1,000 principal of the Notes, subject to a conversion limitation prohibiting the conversion of Notes to the extent that such conversion would result in the holder of the Note, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the PW Funds, PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”), each may be deemed to beneficially own 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the Effective Date.
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(1)
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Names of Reporting Persons
Peter S. Park
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(b) ¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power |
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(6) Shared Voting Power |
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(7) Sole Dispositive Power |
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(8) Shared Dispositive Power
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0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): ¨
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(11)
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Percent of Class Represented by Amount in Row (9)
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(12)
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Type of Reporting Person (See Instructions)
IN
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* Beneficial ownership percentage is based upon 7,044,426 shares of common stock, $0.000001 par value per share (“Common Stock”), of Bacterin International Holdings, Inc., a Delaware corporation (the “Company”), issued and outstanding as of May 1, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2015. 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”). As of July 28, 2015 (the “Effective Date”), PWIMF held $6,611,227.00 of the Company’s 6.00% Convertible Senior Notes due 2021 (the “Notes”) and PWPI held $888,773.00 of the Company’s Notes. The Notes are convertible based on a conversion rate of 257.5163 shares of Common Stock per $1,000 principal of the Notes, subject to a conversion limitation prohibiting the conversion of Notes to the extent that such conversion would result in the holder of the Note, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the PW Funds, PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”), each may be deemed to beneficially own 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the Effective Date.
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(1)
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Names of Reporting Persons
Park West Investors Master Fund, Limited
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(b) ¨
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power |
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(6) Shared Voting Power |
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(7) Sole Dispositive Power |
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(8) Shared Dispositive Power
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0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): ¨
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(11)
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Percent of Class Represented by Amount in Row (9)
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(12)
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Type of Reporting Person (See Instructions)
CO
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* Beneficial ownership percentage is based upon 7,044,426 shares of common stock, $0.000001 par value per share (“Common Stock”), of Bacterin International Holdings, Inc., a Delaware corporation (the “Company”), issued and outstanding as of May 1, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2015. Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”). As of July 28, 2015 (the “Effective Date”), PWIMF held $6,611,227.00 of the Company’s 6.00% Convertible Senior Notes due 2021 (the “Notes”). The Notes are convertible based on a conversion rate of 257.5163 shares of Common Stock per $1,000 principal of the Notes, subject to a conversion limitation prohibiting the conversion of Notes to the extent that such conversion would result in the holder of the Note, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock (the “9.99% Conversion Limitation”). As a result of the 9.99% Conversion Limitation, PWIMF may be deemed to beneficially own 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the Effective Date.
Item 1(a). Name Of Issuer: Bacterin International Holdings, Inc. (the “Company”)
Item 1(b). Address of Issuer’s Principal Executive Offices.
600 Cruiser Lane
Belgrade, Montana 59714
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, a Delaware limited liability company (“PWAM”), (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), and (iii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF” and collectively with PWAM and Mr. Park, the “Reporting Persons”). PWAM is the investment manager to PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”). As of July 28, 2015 (the “Effective Date”), PWIMF held $6,611,227.00 of the Company’s 6.00% Convertible Senior Notes due 2021 (the “Notes”) and PWPI held $888,773.00 of the Company’s Notes.
The Notes are convertible based on a conversion rate of 257.5163 shares of Common Stock per $1,000 principal of the Notes, subject to a conversion limitation prohibiting the conversion of Notes to the extent that such conversion would result in the holder of the Note, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock.
Based on the foregoing, 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the Effective Date may be deemed to be beneficially owned (x) directly by PWIMF, (y) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (z) 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. PWIMF is a Cayman Islands exempted company.
Item 2(d). Title of Class of Securities.
Common Stock, $0.000001 par value per share.
05644R200
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.
Item 4. Ownership.
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(a)
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Amount Beneficially Owned:
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*
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(b)
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Percent of Class:
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9.99%*
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(c)
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Number of Shares as to which the person has:
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(i)
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sole power to vote or to direct the vote:
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*
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(ii)
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shared power to vote or to direct the vote
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0
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(iii)
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sole power to dispose or to direct the disposition of:
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*
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(iv)
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shared power to dispose or to direct the disposition of
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0
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* This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”), (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park”), and (iii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF” and collectively with PWAM and Mr. Park, the “Reporting Persons”). PWAM is the investment manager to PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”). As of July 28, 2015 (the “Effective Date”), PWIMF held $6,611,227.00 of the Company’s 6.00% Convertible Senior Notes due 2021 (the “Notes”) and PWPI held $888,773.00 of the Company’s Notes.
The Notes are convertible based on a conversion rate of 257.5163 shares of Common Stock per $1,000 principal of the Notes, subject to a conversion limitation prohibiting the conversion of Notes to the extent that such conversion would result in the holder of the Note, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock.
Based on the foregoing, 9.99% of the shares of Common Stock deemed to be issued and outstanding as of the Effective Date may be deemed to be beneficially owned (x) directly by PWIMF, (y) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (z) indirectly by Mr. Park, as the sole member and manager of PWAM.
The foregoing beneficial ownership percentage is based upon 7,044,426 shares of common stock, $0.000001 par value per share (“Common Stock”), of Bacterin International Holdings, Inc., a Delaware corporation (the “Company”), issued and outstanding as of May 1, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2015.
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.
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.