0000905718-19-000230.txt : 20190214 0000905718-19-000230.hdr.sgml : 20190214 20190214165055 ACCESSION NUMBER: 0000905718-19-000230 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: PARK WEST INVESTORS MASTER FUND, LTD GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LITHIA MOTORS INC CENTRAL INDEX KEY: 0001023128 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 930572810 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49321 FILM NUMBER: 19607725 BUSINESS ADDRESS: STREET 1: 150 NORTH BARTLETT STREET CITY: MEDFORD STATE: OR ZIP: 97501 BUSINESS PHONE: 541-776-6401 MAIL ADDRESS: STREET 1: 150 NORTH BARTLETT STREET CITY: MEDFORD STATE: OR ZIP: 97501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 524-2902 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G/A 1 lithia_13gam1dec2018.htm AMENDMENT NO. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

LITHIA MOTORS, inc.

(Name of Issuer)

CLASS A Common Stock, NO par value per share

(Title of Class of Securities)

536797103

(CUSIP Number)

December 31, 2018

(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).

CUSIP No. 536797103
(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:	0*
		(6) Shared Voting Power:	1,727,827*
		(7) Sole Dispositive Power:	0*
		(8) Shared Dispositive Power:	1,727,827*

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,727,827*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	[ ]
(11) Percent of Class Represented by Amount in Row (9)
	7.7%*
(12) Type of Reporting Person
	IA

* Beneficial ownership percentage is based upon 22,488,323 shares of Class A Common Stock, no par value per share ("Common Stock"), of Lithia Motors, Inc., an Oregon corporation (the "Company"), issued and outstanding as of October 26, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2018. 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, 2018, PWIMF held 1,336,359 shares of Common Stock of the Company and options to purchase up to 226,300 shares of Common Stock of the Company and PWPI held 141,468 shares of Common Stock of the Company and options to purchase up to 23,700 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 1,477,827 shares of Common Stock of the Company and the 250,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, or approximately 7.7% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018.

CUSIP No. 536797103
(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:	0*
		(6) Shared Voting Power:	1,562,659*
		(7) Sole Dispositive Power:	0*
		(8) Shared Dispositive Power:	1,562,659*

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,562,659*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	[ ]
(11) Percent of Class Represented by Amount in Row (9)
	6.9%*
(12) Type of Reporting Person
	CO

* Beneficial ownership percentage is based upon 22,488,323 shares of Common Stock of the Company issued and outstanding as of October 26, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2018. As of December 31, 2018, PWIMF held 1,336,359 shares of Common Stock of the Company and options to purchase up to 226,300 shares of Common Stock of the Company or approximately 6.9% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018.

CUSIP No. 536797103
(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:	0*
		(6) Shared Voting Power:	1,727,827*
		(7) Sole Dispositive Power:	0*
		(8) Shared Dispositive Power:	1,727,827*

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
	1,727,827*
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	[ ]
(11) Percent of Class Represented by Amount in Row (9)
	7.7%*
(12) Type of Reporting Person
	IN

* Beneficial ownership percentage is based upon 22,488,323 shares of Common Stock of the Company, issued and outstanding as of October 26, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2018. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As of December 31, 2018, PWIMF held 1,336,359 shares of Common Stock of the Company and options to purchase up to 226,300 shares of Common Stock of the Company and PWPI held 141,468 shares of Common Stock of the Company and options to purchase up to 23,700 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 1,477,827 shares of Common Stock of the Company and the 250,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, or approximately 7.7% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018.

Item 1(a). Name Of Issuer: Lithia Motors, Inc. (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Offices:
	150 N. Bartlett Street Medford, Oregon 97501
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 1,336,359 shares of Class A Common Stock, no par value per share ("Common Stock"), of the Company and options to purchase up to 226,300 shares of 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 141,468 shares of Common Stock of the Company and options to purchase up to 23,700 shares of Common Stock of the Company reported on this Schedule 13G; (ii) PWIMF; 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 1,477,827 shares of Common Stock of the Company and the 250,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, which constitute approximately 7.7% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018, 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, 2018, PWIMF held 1,336,359 shares of Common Stock of the Company and options to purchase up to 226,300 shares of Common Stock of the Company or approximately 6.9% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018.
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:
	Class A Common Stock, no par value per share.

Item 2(e). CUSIP No.:
	536797103

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:		1,727,827*
	(b) Percent of Class:		7.7%*
	(c) Number of Shares as to which such person has:
		(i) Sole power to vote or to direct the vote:	0*
		(ii) Shared power to vote or to direct the vote:	1,727,827*
		(iii) Sole power to dispose or to direct the disposition of:	0*
		(iv) Shared power to dispose or to direct the disposition of:	1,727,827*

As reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:
(a) Amount Beneficially Owned:		1,562,659*
(b) Percent of Class:		6.9%*
(c) Number of Shares as to which such person has:
	(i) Sole power to vote or to direct the vote:	0*
	(ii) Shared power to vote or to direct the vote:	1,562,659*
	(iii) Sole power to dispose or to direct the disposition of:	0*
	(iv) Shared power to dispose or to direct the disposition of:	1,562,659*

* 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 1,336,359 shares of Common Stock of the Company and options to purchase up to 226,300 shares of Common Stock of the Company and PWPI held 141,468 shares of Common Stock of the Company and options to purchase up to 23,700 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.

The 1,477,827 shares of Common Stock of the Company and the 250,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, which constitute approximately 7.7% of the shares of Common Stock of the Company deemed to be issued and outstanding as of December 31, 2018, 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 22,488,323 shares of Common Stock of the Company, issued and outstanding as of October 26, 2018, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 26, 2018.

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.

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.

	February 14, 2019

	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)

Exhibit Index

Exhibit

99. Joint Filing Agreement, dated as of August 3, 2018, by and among Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on August 3, 2018).