Check the appropriate box to designate the
rule pursuant to which this Schedule 13G is filed:
* 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. 609027107
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(1) Names of Reporting Persons
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Park West Asset Management LLC
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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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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905,248*
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(6) Shared Voting Power:
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0
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(7) Sole Dispositive Power:
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905,248*
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(8) Shared Dispositive Power:
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0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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905,248*
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(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.2%*
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(12) Type of Reporting Person (See Instructions):
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IA
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*
Beneficial
ownership percentage is based upon
17,476,601
shares of common stock, $0.01 par
value per share (“Common Stock”), of Monarch Casino & Resort, Inc., a Nevada corporation (the “Company”),
issued and outstanding as of March 3, 2017, based on information reported by the Company in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 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 March 29, 2017, PWIMF held 800,729 shares of
Common Stock and PWPI held 104,519 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 905,248 shares of Common Stock held in the aggregate by
the PW Funds, or approximately 5.2% of the shares of Common Stock deemed to be issued and outstanding as of March 29, 2017.
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CUSIP No. 609027107
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(1) Names of Reporting Persons
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Peter S. Park
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(2) Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
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United States of America
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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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905,248*
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(6) Shared Voting Power:
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0
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(7) Sole Dispositive Power:
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905,248*
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(8) Shared Dispositive Power:
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0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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905,248*
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(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions):
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[ ]
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(11) Percent of Class Represented by Amount in Row (9)
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5.2%*
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(12) Type of Reporting Person (See Instructions):
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IN
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* Beneficial ownership percentage is based upon
17,476,601
shares of common stock, $0.01 par value per share
(“Common Stock”), of Monarch Casino & Resort, Inc., a Nevada corporation (the “Company”), issued and
outstanding as of March 3, 2017, based on information reported by the Company in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 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 March 29, 2017, PWIMF held 800,729 shares of Common Stock and PWPI held 104,519 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 905,248 shares of Common Stock held in the aggregate by the PW Funds, or approximately 5.2% of
the shares of Common Stock deemed to be issued and outstanding as of March 29, 2017.
Item 1(a). Name of
Issuer:
Monarch Casino & Resort, Inc. (the “Company”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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3800 S. Virginia Street
Reno, Nevada
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Item 2(a). Name of Person Filing:
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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 800,729 shares of common stock, $0.01 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 104,519 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 905,248 shares of
Common Stock held in the aggregate by the PW Funds, which constitute approximately 5.2% of the shares of Common Stock deemed to
be outstanding as of March 29, 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.
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Item 2(b). Address of Principal Business Office or, if None, Residence:
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The address for the Reporting
Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
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Item 2(c). Citizenship:
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PWAM is organized under
the laws of the State of Delaware. Mr. Park is a citizen of the United States.
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Item 2(d). Title of Class of Securities:
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Common Stock, $0.01 par value per share.
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Item 2(e). CUSIP No.:
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609027107
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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:
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Not Applicable.
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Item 4. Ownership:
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(a) Amount Beneficially Owned:
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905,248*
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(b) Percent of Class:
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5.2%*
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(c) Number of Shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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905,248*
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(ii) Shared power to vote or to direct the vote:
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0
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(iii) Sole power to dispose or to direct the disposition of:
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905,248*
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(iv) Shared power to dispose or to direct the disposition of:
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0
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* 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 800,729 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 104,519 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 905,248 shares of Common Stock held in
the aggregate by the PW Funds, which constitute approximately 5.2% of the shares of Common Stock deemed to be outstanding as of
March 29, 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
17,476,601 shares of Common Stock of the Company issued and outstanding as of March 3, 2017, based on information reported by
the Company in its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange
Commission on March 14, 2017.
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Item 5. Ownership of Five Percent or Less of a Class:
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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: [ ]
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
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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:
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Not Applicable.
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Item 8. Identification and Classification of Members of the Group:
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Not Applicable.
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Item 9. Notice of Dissolution of Group:
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Not Applicable.
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Item 10. Certification:
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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.
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April 10,
2017
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C.
1001)
Exhibit Index
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Exhibit
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A. Joint Filing Agreement dated as of
April 10, 2017, by and between Park West Asset Management LLC and Peter S. Park.
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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, $0.01 par value per share, of Monarch Casino and Resort, Inc., a Nevada 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 10th day of April,
2017.
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PARK WEST ASSET MANAGEMENT LLC
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By:
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/s/
Grace Jimenez
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Name: Grace Jimenez
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Title: Chief Financial Officer
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/s/ Peter S. Park
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Peter S. Park
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