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).
CUSIP No. 71910C103
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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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0
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(6) Shared Voting Power:
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15,633,168*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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15,633,168*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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15,633,168*
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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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6.0%
*
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(12) Type of Reporting Person
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IA
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*
Beneficial
ownership percentage is based upon 260,001,486
Class
A ordinary shares, $0.01 par value per share (“Ordinary Shares”), of Phoenix New Media Limited, a Cayman Islands company
(the “Company”), issued and outstanding as of December 31, 2017, based on information reported by the Company in its
Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 26, 2018. The Company’s American
Depositary Shares (“ADSs”), each representing eight Ordinary Shares, are listed for trading on the New York Stock
Exchange. 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 of this report (the “Report Date”), PWIMF held ADSs representing
the aggregate of 14,045,216 Ordinary Shares, and PWPI held ADSs representing the aggregate of 1,587,952 Ordinary Shares. 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 15,633,168
Ordinary Shares held in the aggregate by the PW Funds for an aggregate beneficial ownership percentage of approximately 6.0% of
the Ordinary Shares deemed issued and outstanding as of the
Report Date.
CUSIP No. 71910C103
|
(1) Names of Reporting Persons
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Park West Investors Master Fund, Limited
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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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Cayman Islands
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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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0
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(6) Shared Voting Power:
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14,045,216*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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14,045,216*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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14,045,216*
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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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5.4%
*
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(12) Type of Reporting Person
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CO
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* Beneficial ownership percentage
is based upon 260,001,486
Ordinary Shares of the Company
issued and outstanding as of December 31, 2017, based on information reported by the Company in its Annual Report on Form 20-F,
filed with the Securities and Exchange Commission on April 26, 2018. The Company’s ADSs, each representing eight Ordinary
Shares, are listed for trading on the New York Stock Exchange. PWAM is the investment manager to the PW Funds, and Mr. Park
is the sole member and manager of PWAM. As of the Report Date, PWIMF held ADSs representing an aggregate of 14,045,216
Ordinary Shares. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, PWIMF may be deemed to beneficially own
14,045,216 Ordinary Shares of the Company for an aggregate beneficial ownership percentage of approximately 5.4% of the Ordinary
Shares deemed issued and outstanding as of the Report
Date.
CUSIP No. 71910C103
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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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0
|
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(6) Shared Voting Power:
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15,633,168
*
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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15,633,168*
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
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15,633,168*
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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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6.0%*
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(12) Type of Reporting Person
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IN
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*
Beneficial ownership percentage is based upon 260,001,486 Ordinary Shares of the Company issued and outstanding as of December
31, 2017, based on information reported by the Company in its Annual Report on Form 20-F, filed with the Securities and Exchange
Commission on April 26, 2018. The Company’s ADSs, each representing eight Ordinary Shares, are listed for trading on the
New York Stock Exchange. PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM. As
of the Report Date, PWIMF held ADSs representing an aggregate of 14,045,216 Ordinary Shares, and PWPI held ADSs representing an
aggregate of 1,587,952 Ordinary Shares. 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 15,633,168 Ordinary Shares held in the aggregate by the PW Funds for an aggregate beneficial
ownership percentage of approximately 6.0% of the Ordinary Shares deemed issued and outstanding as of the Report Date.
Item 1(a). Name Of
Issuer:
Phoenix New Media Limited (the “Company”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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Sinolight Plaza, Floor 16
No. 4 Qiyang Road
Wangjing, Chaoyang District,
Beijing 100102
People’s Republic of China
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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
American
Depositary Shares (“ADSs”) representing an aggregate of 14,045,216 Class A ordinary shares, $0.01 par value per share
(“Ordinary Shares”), of the Company 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 ADSs representing
an aggregate of 1,587,952 Ordinary Shares; (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 Company’s ADSs, each representing
eight Ordinary Shares, are listed for trading on the New York Stock Exchange
.
The 15,633,186
Ordinary Shares of the
Company held in the aggregate by the PW Funds, which constitute approximately 6.0% of the Ordinary Shares of the Company deemed
to be issued and outstanding as of the date of this report (the “Report Date”), may be deemed to be beneficially owned
(x) indirectly by PWAM, as the investment manager to the PW Funds, and (y) indirectly by Mr. Park, as the managing member of PWAM
.
As of
the Report Date, PWIMF held ADSs
representing an aggregate of 14,045,216 Ordinary Shares, constituting approximately 5.4% of the Ordinary Shares deemed to be issued
and outstanding as of the Report Date
.
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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.
PWIMF
is a Cayman Islands exempted company. 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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American Depositary Shares, each representing eight (8) Class A ordinary
shares
, $0.01 par value per share.
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Item 2(e). CUSIP No.:
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71910C103
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Item
3. If This Statement Is Filed Pursuant to Section 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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As reported in the cover pages to this
report, the ownership information with respect to each of PWAM and Mr. Park is as follows:
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(a) Amount Beneficially Owned:
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15,633,168*
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(b) Percent of Class:
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6.0%*
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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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0
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(ii) Shared power to vote or to direct the vote:
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15,633,168*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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15,633,168*
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As reported in the cover pages to this
report, the ownership information with respect to PWIMF is as follows:
|
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(a) Amount Beneficially Owned:
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14,045,216*
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(b) Percent of Class:
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5.4%*
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(c) Number of Shares as to which such person has:
|
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|
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(i) Sole power to vote or to direct the vote:
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0
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(ii) Shared power to vote or to direct the vote:
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14,045,216*
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(iii) Sole power to dispose or to direct the disposition of:
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0
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(iv) Shared power to dispose or to direct the disposition of:
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14,045,216*
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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
ADSs representing an aggregate of 14,045,216
Ordinary Shares and (b) PWPI, a Cayman Islands exempted company that is the holder of ADSs representing an aggregate of 1,587,952
Ordinary Shares; (ii) PWIMF; and (iii) Mr. Park, as the sole member and manager of
PWAM.
The 15,633,168
Ordinary Shares held in the aggregate by the PW Funds, which constitutes
approximately 6.0% of the Ordinary Shares deemed issued and outstanding as of the Report 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 260,001,486 Ordinary Shares issued
and outstanding as of December 31, 2017, based on information reported by the Company in its Annual Report on Form 20-F, filed
with the Securities and Exchange Commission on April 26, 2018
.
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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May 25,
2018
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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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PARK WEST INVESTORS
MASTER FUND, LIMITED
|
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By: Park West Asset
Management LLC, its Investment Manager
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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
Exhibit
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A. Joint Filing
Agreement dated as of May 25, 2018, by and among Park West Asset Management, LLC, Park West Investors Master Fund, Limited, and Peter S. Park.
|
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
American
Depositary Shares and Class A ordinary shares, $0.01 par value per share, of Phoenix New Media Limited, a Cayman Islands company,
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 25th day of May, 2018
.
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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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PARK WEST INVESTORS
MASTER FUND, LIMITED
|
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By: Park West Asset
Management LLC, its Investment Manager
|
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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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