Think Partnership Inc - Statement of Ownership (SC 13G)
25 June 2008 - 6:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Think Partnership, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
88409N101
June 24, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
a.
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þ
Rule 13d-1(b)
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b.
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o
Rule 13d-1(c)
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c.
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o
Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting persons 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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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Magnetar Investment Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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3,662,942
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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3,662,942
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,662,942 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA; OO
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Page 2 of 11
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Magnetar Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,100,060
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,100,060
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,100,060 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.1% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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Page 3 of 11
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Supernova Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,100,060
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,100,060
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,100,060 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.1% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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Page 4 of 11
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1
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)
Alec N. Litowitz
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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6,100,060
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,100,060
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,100,060 (see Item 4)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.1% (see Item 4)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; IN
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Page 5 of 11
Item 1.
(a) Name of Issuer
Think Partnership, Inc. (the
Issuer
)
(b) Address of Issuers Principal Executive Offices
15550 Lightwave Drive, 3
rd
Floor
Clearwater, Florida 33760
Item 2.
(a) Name of Person Filing
The persons filing this Schedule 13G are Magnetar Investment Management, LLC
(
Magnetar Investment Management
), Magnetar Capital Partners LP
(
Magnetar Capital Partners
), Supernova Management LLC (
Supernova
Management
), and Alec N. Litowitz (
Mr. Litowitz
) (collectively, the
Reporting Persons
).
This Schedule 13G relates to the Shares (as defined below) held for the accounts of
Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company (
Magnetar
Capital Master Fund
), certain managed accounts (the
Managed Accounts
)
and Magnetar SGR Fund, LP (
SGR Fund
). Magnetar Capital Partners serves as
the sole member and parent holding company of Magnetar Financial LLC, a Delaware
limited liability company (
Magnetar Financial
), and Magnetar Investment
Management. Each of Magnetar Financial and Magnetar Investment Management are
registered investment advisers under Section 203 of the Investment Advisers Act of
1940, as amended. Magnetar Financial serves as investment adviser to Magnetar
Capital Master Fund. In such capacity, Magnetar Financial exercises voting and
investment power over the Shares held for the account of Magnetar Capital Master
Fund. Magnetar Investment Management serves as investment manager to certain private
investment funds, including the Managed Accounts and SGR Fund. In such capacity,
Magnetar Investment Management exercises voting and investment power over the Shares
held for the accounts of the Managed Accounts and SGR Fund. Supernova Management is
the general partner of Magnetar Capital Partners. The manager of Supernova
Management is Mr. Litowitz.
(b) Address of Principal Business Office or, if none, Residence
The business address of each of the Reporting Persons is 1603 Orrington Avenue,
13
th
Floor, Evanston, Illinois 60201.
(c) Citizenship
Magnetar Investment Management is a Delaware limited liability company. Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a
Delaware limited partnership. Supernova Management is a Delaware limited liability
company. Mr. Litowitz is a citizen of the United States of America.
(d) Title of Class of Securities
Common stock, par value $0.001 per share, of the Issuer (the
Shares
)
(e) CUSIP Number
88409N101
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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(a)
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o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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Page 6 of 11
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(c)
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o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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þ
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
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(i)
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o
A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
(a) and (b):
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(i)
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Magnetar Financial may be deemed to beneficially own 2,437,118
Shares held for the account of Magnetar Capital Master Fund, and all such
Shares represent beneficial ownership of approximately 3.6% of the Shares,
based on 67,048,950 shares of common stock issued and outstanding as of May 5,
2008, as reported in the Form 10-Q for the quarterly period ended March 31,
2008 filed by the Issuer with the Securities and Exchange Commission (the
SEC
) on May 5, 2008. The foregoing excludes (A) 1,000,000 Shares
issuable upon exercise of a warrant (the
Warrant
), (B) 693,144 Shares
issuable upon exercise of an inducement warrant (
Inducement Warrant
1
) and (C) 346,572 Shares issuable upon exercise of a second inducement
warrant (
Inducement Warrant 2
, and collectively with Inducement
Warrant 1, the
Inducement Warrants
), in each case, held for the
account of Magnetar Capital Master Fund. The terms of the Warrant and the
Inducement Warrants each contain a blocker provision under which the holder
thereof does not have the right to exercise the Warrant or the Inducement
Warrants to the extent that such exercise would result in beneficial ownership
by the holder thereof, together with its affiliates, of more than 4.99% or
4.90%, respectively, of the Shares outstanding immediately after giving effect
to such exercise (each such provision being a
Blocker
). As a result
of application of the Blocker contained in each of the Warrant and the
Inducement Warrants, the Shares issuable upon exercise of the Warrant and
Inducement Warrants have not been included in the calculations of beneficial
ownership of the Reporting Persons or the aggregate number of outstanding
Shares. Without the Blockers, Magnetar Financial would be deemed to
beneficially own 4,476,834 Shares.
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(ii)
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Magnetar Investment Management may be deemed to beneficially
own 3,662,942 Shares. This amount consists of: (A) 3,485,852 Shares held for
the account of the Managed Accounts and (B) 177,090 Shares held for the account
of SGR Fund, and all such Shares in the aggregate represent beneficial
ownership of approximately 5.5% of the Shares, based on 67,048,950 shares of
common stock issued and outstanding as of May 5, 2008, as reported in the Form
10-Q for the quarterly period ended March 31, 2008 filed by the Issuer with the
SEC on May 5, 2008.
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(iii)
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As a result of (i) and (ii) above, each of Magnetar Capital
Partners, Supernova Management and Mr. Litowitz may be deemed to beneficially
own 6,100,060 Shares. This amount consists of: (A) 2,437,118 Shares held for
the account of Magnetar Capital Master Fund, (B) 3,485,852 Shares held for the
account of the Managed Accounts and (C) 177,090 Shares held for the account of
SGR Fund, and all such Shares in the aggregate represent beneficial ownership
of approximately 9.1% of the Shares, based on
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Page 7 of 11
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67,048,950 shares of common stock issued and outstanding as of May 5, 2008,
as reported in the Form 10-Q for the quarterly period ended March 31, 2008
filed by the Issuer with the SEC on May 5, 2008. The foregoing excludes (A)
1,000,000 Shares issuable upon exercise of the Warrant, (B) 693,144 Shares
issuable upon exercise of Inducement Warrant 1 and (C) 346,572 Shares
issuable upon exercise of Inducement Warrant 2, in each case, held for the
account of Magnetar Capital Master Fund. As a result of application of the
Blocker contained in each of the Warrant and the Inducement Warrants, the
Shares issuable upon exercise of the Warrant and Inducement Warrants have
not been included in the calculations of beneficial ownership of the
Reporting Persons or the aggregate number of outstanding Shares. Without the
Blockers, each of Magnetar Capital Partners, Supernova Management and Mr.
Litowitz would be deemed to beneficially own 8,139,776 Shares.
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(c)
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(i)
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Magnetar Financial may be deemed to share the power to vote and direct the
disposition of the 2,437,118 Shares held for the account of Magnetar Capital Master
Fund. The foregoing excludes (A) 1,000,000 Shares issuable upon exercise of the
Warrant, (B) 693,144 Shares issuable upon exercise of Inducement Warrant 1 and (C)
346,572 Shares issuable upon exercise of Inducement Warrant 2, in each case, held for
the account of Magnetar Capital Master Fund. As a result of application of the Blocker
contained in each of the Warrant and the Inducement Warrants, the Shares issuable upon
exercise of the Warrant and Inducement Warrants have not been included in the
calculations of beneficial ownership of the Reporting Persons or the aggregate number
of outstanding Shares. Without the Blockers, Magnetar Financial would be deemed to
beneficially own 4,476,834 Shares.
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(ii)
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Magnetar Investment Management may be deemed to share the power
to vote and direct the disposition of the (A) 3,485,852 Shares held for the
account of the Managed Accounts and (B) 177,090 Shares held for the account of
SGR Fund.
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(iii)
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As a result of (i) and (ii) above, each of Magnetar Capital
Partners, Supernova Management and Mr. Litowitz may be deemed to share the
power to vote and direct the disposition of 6,100,060 Shares. The foregoing
excludes (A) 1,000,000 Shares issuable upon exercise of the Warrant, (B)
693,144 Shares issuable upon exercise of Inducement Warrant 1 and (C) 346,572
Shares issuable upon exercise of Inducement Warrant 2, in each case, held for
the account of Magnetar Capital Master Fund. As a result of application of the
Blocker contained in each of the Warrant and the Inducement Warrants, the
Shares issuable upon exercise of the Warrant and Inducement Warrants have not
been included in the calculations of beneficial ownership of the Reporting
Persons or the aggregate number of outstanding Shares. Without the Blockers,
each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz would
be deemed to beneficially own 8,139,776 Shares.
|
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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
|
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Page 8 of 11
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 acquired and are held in the ordinary course of
business and 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.
Page 9 of 11
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.
Date: June 24, 2008
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MAGNETAR INVESTMENT MANAGEMENT, LLC
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the
General Partner of Magnetar Capital Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC,
the
General Partner of Magnetar Capital Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
|
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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Page 10 of 11
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on
behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G may be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning him
or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: June 24, 2008
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MAGNETAR INVESTMENT MANAGEMENT, LLC
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the
General Partner of Magnetar Capital Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
|
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Title:
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Manager of Supernova Management LLC,
the
General Partner of Magnetar Capital Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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Page 11 of 11
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