OOMA INC — Major Shareholding Notification 2017

Jan 23, 2017

SC 13G 1 ooma_sc13gjan2017.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

OOMA, INC.
(Name of Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of Securities)
683416101
(CUSIP Number)
January
13, 2017
(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)

[X] 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).

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CUSIP No. 683416101
(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 915,661*
	(6)
Shared Voting Power 0
	(7)
Sole Dispositive Power 915,661*
	(8)
Shared Dispositive Power 0
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person 915,661*
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
( 11 ) Percent
of Class Represented by Amount in Row (9) 5.1%*
(12) Type
of Reporting Person (See Instructions) IA

• Beneficial ownership percentage is based upon 17,990,515 shares of common stock, $0.0001 par value per share (“Common Stock”), of Ooma, Inc., a Delaware corporation (the “Company”), issued and outstanding as of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities and Exchange Commission on January 13, 2017. 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 January 13, 2017, PWIMF held 807,734 shares of Common Stock and PWPI held 107,927 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 915,661 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.1% of the shares of Common Stock deemed to be issued and outstanding as of January 13, 2017.

| CUSIP

No. 683416101
(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 915,661*
	(6)
Shared Voting Power 0
	(7)
Sole Dispositive Power 915,661*
	(8) Shared Dispositive Power 0
(9) Aggregate
Amount Beneficially Owned by Each Reporting Person 915,661*
(10) Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): [ ]
( 11 ) Percent
of Class Represented by Amount in Row (9) 5.1%*
(12) Type
of Reporting Person (See Instructions) IN

• Beneficial ownership percentage is based upon 17,990,515 shares of common stock, $0.0001 par value per share (“Common Stock”), of Ooma, Inc., a Delaware corporation (the “Company”), issued and outstanding as of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities and Exchange Commission on January 13, 2017. 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 January 13, 2017, PWIMF held 807,734 shares of Common Stock and PWPI held 107,927 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 915,661 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.1% of the shares of Common Stock deemed to be issued and outstanding as of January 13, 2017.

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Item 1(a). Name Of Issuer. Ooma, Inc. (the “Company”)

| Item 1(b). Address of Issuer’s Principal

Executive Offices. 1880 Embarcadero Road Palo Alto, CA 94303
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 807,734 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 107,927 shares of Common Stock
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 915,661 shares of Common
Stock held in the aggregate by the PW Funds, which constitute approximately 5.1% of the shares of Common Stock deemed to be outstanding
as of January 13, 2017, 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. 683416101

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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.

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: 915,661*

(b) Percent of Class: 5.1 %*

(c) Number of Shares as to which the person has:

(i) sole power to vote or to direct the vote 915,661*

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 915,661*

(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 807,734 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 107,927 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 915,661 shares of Common Stock held in the aggregate by the PW Funds, which constitute approximately 5.1% of the shares of Common Stock deemed to be outstanding as of January 13, 2017, 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 17,990,515 shares of Common Stock of the Company issued and outstanding as of January 1, 2017, based on information reported by the Company in its prospectus supplement, dated and filed with the Securities and Exchange Commission on January 13, 2017.

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.

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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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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.

| January 23,

2017
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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Exhibit Index

Exhibit	Page
A. Joint Filing Agreement, dated as of
January 23, 2017, by and between Park West Asset Management LLC and Peter S. Park.	11

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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 Ooma, 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 23rd day of January, 2017.

/s/ Peter S. Park
Peter S. Park

PARK WEST ASSET MANAGEMENT LLC
By:	/s/
Grace Jimenez
	Name: Grace Jimenez
	Title: Chief Financial Officer