UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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).

 *Beneficial ownership percentage is based upon 18,127,265 shares of common stock, $0.001 par value per share (“Common Stock”), of Outerwall Inc., a Delaware corporation (the “Company”), issued and outstanding as of July 23, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015, filed with the Securities and Exchange Commission on July 30, 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”), and Peter S. Park (“Mr. Park” and, collectively with PWIMF and PWAM, the “Reporting Persons”) is the sole member and manager of PWAM. On October 15, 2015, the date of the event which requires the filing of this statement (the “Reporting Date”), PWIMF held (i) 741,638 shares of Common Stock and (ii) options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date and PWPI held 100,278 shares of Common Stock and options to purchase 130,100 shares of Common Stock exercisable within sixty days of the Reporting Date, and thus the Reporting Persons may be deemed to beneficially own (i) 841,916 shares of Common Stock and (ii) options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date held in the aggregate by the PW Funds. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own 841,916 shares of Common Stock and options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date, or 10.1% of the shares of Common Stock deemed to be issued and outstanding as of the Reporting Date.

 *Beneficial ownership percentage is based upon 18,127,265 shares of common stock, $0.001 par value per share (“Common Stock”), of Outerwall Inc., a Delaware corporation (the “Company”), issued and outstanding as of July 23, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015, filed with the Securities and Exchange Commission on July 30, 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”), and Peter S. Park (“Mr. Park” and, collectively with PWIMF and PWAM, the “Reporting Persons”) is the sole member and manager of PWAM. On October 15, 2015, the date of the event which requires the filing of this statement (the “Reporting Date”), PWIMF held (i) 741,638 shares of Common Stock and (ii) options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date and PWPI held 100,278 shares of Common Stock and options to purchase 130,100 shares of Common Stock exercisable within sixty days of the Reporting Date, and thus the Reporting Persons may be deemed to beneficially own (i) 841,916 shares of Common Stock and (ii) options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date held in the aggregate by the PW Funds. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own 841,916 shares of Common Stock and options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date, or 10.1% of the shares of Common Stock deemed to be issued and outstanding as of the Reporting Date.

CUSIP No.  690070107
(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
	United States of America
Number of Shares Beneficially Owned By Each Reporting Person With
		(5) Sole Voting Power:		1,711,538*
		(6) Shared Voting Power:		0*
		(7) Sole Dispositive Power:		1,711,538*
		(8) Shared Dispositive Power:		0*
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
	1,711,538*
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares (See Instructions):
(11) Percent of Class Represented by Amount in Row (9):
	9.0%*
(12) Type of Reporting Person (See Instructions):
	IN

* Beneficial ownership percentage is based upon 18,127,265 shares of common stock, $0.001 par value per share (“Common Stock”), of Outerwall Inc., a Delaware corporation (the “Company”), issued and outstanding as of July 23, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015, filed with the Securities and Exchange Commission on July 30, 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 Peter S. Park (“Mr. Park”) is the sole member and manager of PWAM. On October 15, 2015, the date of the event which requires the filing of this statement (the “Reporting Date”), PWIMF held (i) 741,638 shares of Common Stock and (ii) options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date, and thus PWIMF may be deemed to beneficially own (i) 741,638 shares of Common Stock and (ii) options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWIMF may be deemed to beneficially own 741,638 shares of Common Stock and options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date, or 9.0% of the shares of Common Stock deemed to be issued and outstanding as of the Reporting Date.

___________________________

*This Schedule 13G is being jointly filed by (i) PWIMF, a Cayman Islands exempted company that is the holder of 741,638 shares of Common Stock and options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date, as reported on this Schedule 13G; (ii) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, and (b) PWPI, a Cayman Islands exempted company that is the holder of 100,278 shares of Common Stock and options to purchase 130,100 shares of Common Stock exercisable within sixty days of the Reporting Date, as reported on this Schedule 13G; and (iii) Mr. Park, as the sole member and manager of PWAM.

The 741,638 shares of Common Stock and options to purchase 969,900 shares of Common Stock exercisable within sixty days of the Reporting Date held by PWIMF, which constitute 9.0% of the shares of Common Stock deemed to be outstanding as of the Reporting Date, may be deemed to be beneficially owned directly by PWIMF. The 841,916 shares of Common Stock and options to purchase 1,100,000 shares of Common Stock exercisable within sixty days of the Reporting Date, which constitute 10.1% of the shares of Common Stock deemed to be outstanding as of the Reporting Date, 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 18,127,265 shares of Common Stock of the Company issued and outstanding as of July 23, 2015, based on information reported by the Company in its Quarterly Report on Form 10-Q for the fiscal year ended June 30, 2015 filed with the Securities and Exchange Commission on July 30, 2015.

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.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)

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, $0.001 par value per share, of Outerwall 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 twenty-sixty day of October, 2015.