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13G Filing: Park West Asset Management and Internap Corp (INAP)

You can access the original SEC filing by clicking here.

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 7,571,729 0 7,571,729 0 7,571,729 9.1%
Park West Investors Master Fund, Limited 6,718,887 0 6,718,887 0 6,718,887 8.1%
Peter S. Park 7,571,729 0 7,571,729 0 7,571,729 9.1%
Peter S. Park
Peter S. Park
Park West Asset Management

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. 3)*

 

 

INTERNAP CORPORATION

(Name of Issuer)

Common
Stock, $0.001 par value per share

(Title of Class of Securities)

45885A300

(CUSIP Number)

August
9, 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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Page 2 of 9 – SEC Filing

CUSIP No.  45885A300
(1) Names of Reporting Persons
Park West Asset Management LLC
(2) Check the Appropriate Box if a Member of a Group (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: 7,571,729*
(6) Shared Voting Power:
(7) Sole Dispositive Power: 7,571,729*
(8) Shared Dispositive Power:
   
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,571,729*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
[    ]
(11) Percent of Class Represented by Amount in Row (9)
9.1%*
(12) Type of Reporting Person
IA

* Beneficial
ownership percentage is based upon 83,303,972 shares of common stock, $0.001 par value per share (“Common
Stock”), of Internap Corporation, a Delaware corporation (the “Company”), issued and outstanding as of July
20, 2017, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 3, 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 and PWIMF, the “Reporting Persons”) is the sole member and
manager of PWAM. As of the date hereof, PWIMF held 6,718,887 shares of Common Stock of the Company and PWPI held 852,842 shares
of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be
deemed to beneficially own the 7,571,729 shares of Common Stock of the Company held in the aggregate by the PW Funds, or approximately
9.1% of the shares of Common Stock of the Company deemed to be issued and outstanding as of August 9, 2017.

  

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Page 3 of 9 – SEC Filing

CUSIP No.  45885A300
(1) Names of Reporting Persons
Park
West Investors Master Fund, Limited
(2) Check the Appropriate Box if a Member of a Group (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: 6,718,887*
(6) Shared Voting Power:
(7) Sole Dispositive Power: 6,718,887*
(8) Shared Dispositive Power:
   
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
6,718,887*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
[    ]
(11) Percent of Class Represented by Amount in Row (9)
8.1%*
(12) Type of Reporting Person
CO

* Beneficial
ownership percentage is based upon 83,303,972 shares of Common Stock of the Company, issued and outstanding as of July 20, 2017,
based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on August 3, 2017. PWAM is the investment manager to the PWIMF and Mr. Park is the sole member and manager of PWAM. As of the
date hereof, PWIMF held 6,718,887 shares of Common Stock of the Company, or approximately 8.1% of the shares of Common Stock of
the Company deemed to be issued and outstanding as of August 9, 2017.

 

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Page 4 of 9 – SEC Filing

CUSIP No.  45885A300
(1) Names of Reporting Persons
Peter
S. Park
(2) Check the Appropriate Box if a Member of a Group (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: 7,571,729*
(6) Shared Voting Power:
(7) Sole Dispositive Power: 7,571,729*
(8) Shared Dispositive Power:
   
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
7,571,729*
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
[    ]
(11) Percent of Class Represented by Amount in Row (9)
9.1%*
(12) Type of Reporting Person
IN

* Beneficial ownership percentage is based upon 83,303,972 shares of Common Stock of the Company, issued and
outstanding as of July 20, 2017, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 3, 2017. PWAM is the investment manager to the PW Funds and Mr. Park is the sole member
and manager of PWAM. As of the date hereof, PWIMF held 6,718,887 shares of Common Stock of the Company and PWPI held 852,842 shares
of Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWAM and Mr. Park may be
deemed to beneficially own the 7,571,729 shares of Common Stock of the Company held in the aggregate by the PW Funds, or approximately
9.1% of the shares of Common Stock of the Company deemed to be issued and outstanding as of August 9, 2017.

 

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Page 5 of 9 – SEC Filing


Item
1(a).  Name Of Issuer:
  Internap Corporation (the “Company”)
Item 1(b).  Address of Issuer’s Principal Executive Offices:

One Ravinia Drive, Suite 1300

Atlanta, Georgia 30346

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 6,718,887 shares of common
stock, $0.001 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 852,842 shares of Common Stock of the Company reported on this Schedule 13G; (ii) PWAM;
and (iii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM and PWIMF,
the “Reporting Persons”).

The 7,571,729 shares of Common Stock of the Company held in the aggregate by the PW Funds, which constitute
approximately 9.1% of the shares of Common Stock of the Company deemed to be issued and outstanding as of the date hereof, 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 August 9, 2017, PWIMF held 6,718,887 shares of Common Stock, constituting approximately 8.1% 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.:
 45885A300

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Page 6 of 9 – SEC Filing

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: 7,571,729*
(b)    Percent of Class: 9.1%*
(c)     Number of Shares as to which such person has:
(i)     Sole power to vote or to direct the vote: 7,571,729*
(ii)     Shared power to vote or to direct the vote:
(iii)     Sole power to dispose or to direct the disposition of: 7,571,729*
(iv)     Shared power to dispose or to direct the disposition of:

As reported in the cover
pages to this report, the ownership information with respect to PWIMF is as follows:

(a)     Amount Beneficially Owned: 6,718,887*
(b)     Percent of Class: 8.1%*
(c)     Number of Shares as to which such person has:
(i)     Sole power to vote or to direct the vote: 6,718,887*
(ii)     Shared power to vote or to direct the vote:
(iii)     Sole power to dispose or to direct the disposition of: 6,718,887*
(iv)     Shared power to dispose or to direct the disposition of:

 * 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 6,718,887 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 852,842 shares of Common
Stock of the Company, as reported on this Schedule 13G; (ii) PWIMF; and (iii) Mr. Park, as the sole member and manager of PWAM.

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Page 7 of 9 – SEC Filing

The 7,571,729 shares of
Common Stock of the Company held in the aggregate by the PW Funds, which constitute approximately 9.1% of the shares of Common
Stock of the Company deemed to be issued and outstanding as of the date hereof, 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 August 9, 2017, PWIMF held 6,718,887 shares of Common Stock, constituting approximately 8.1% of the Common Stock deemed to be
issued and outstanding as of such date. The foregoing beneficial ownership percentages are based upon 83,303,972 shares of Common
Stock of the Company, issued and outstanding as of July 20, 2017, based on information reported by the Company in its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 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.

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Page 8 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.

August 21,
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

 

Attention: Intentional misstatements or omissions
of fact constitute

Federal criminal violations (See 18 U.S.C.
1001)

 

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Page 9 of 9 – SEC Filing

Exhibit Index

Exhibit
A. Joint Filing Agreement, dated as of February 21, 2017, by and among Park West Asset Management LLC, Peter S. Park, and Park West Investors Master Fund, Limited (incorporated by reference to Exhibit A to Amendment No. 1 to Schedule 13G, filed with the Securities and Exchange Commission on February 21, 2017).
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