Amended Statement of Beneficial Ownership (sc 13d/a)
16 July 2016 - 7:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LDR HOLDING
CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
50185U105
(CUSIP Number
of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 13, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other
parties to whom copies are to be sent.
*
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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 disclosures provided in a prior cover page.
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The information required on 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.
50185U105
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SCHEDULE 13D
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Page 2 of 10
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1.
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NAME OF
REPORTING PERSON:
Magnetar Financial LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14.
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TYPE OF REPORTING PERSON
IA; OO
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CUSIP No.
50185U105
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SCHEDULE 13D
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Page 3 of 10
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1.
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NAME OF
REPORTING PERSON:
Magnetar Capital Partners LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14.
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TYPE OF REPORTING PERSON
HC; OO
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CUSIP No.
50185U105
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SCHEDULE 13D
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Page 4 of 10
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1.
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NAME OF
REPORTING PERSON:
Supernova Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7.
|
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SOLE VOTING POWER
0
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8.
|
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
|
|
10.
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SHARED DISPOSITIVE POWER
0
|
11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14.
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TYPE OF REPORTING PERSON
HC; OO
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CUSIP No.
50185U105
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SCHEDULE 13D
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Page 5 of 10
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1.
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NAME OF
REPORTING PERSON:
Alec N. Litowitz
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
|
3.
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SEC USE ONLY
|
4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
|
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0%
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14.
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TYPE OF REPORTING PERSON
HC; IN
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SCHEDULE 13D
This Amendment No. 1 (the
Amendment
) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by
Magnetar Financial LLC, a Delaware limited liability company (
Magnetar Financial
), Magnetar Capital Partners LP, a Delaware limited partnership (
Magnetar Capital Partners
), Supernova Management LLC, a Delaware
limited liability company (
Supernova Management
), and Alec N. Litowitz (
Mr. Litowitz
) (collectively, the
Reporting Persons
) with the SEC on June 20, 2016, (as amended by this Amendment,
the
Schedule 13D
).
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby amended
to add the following information for updating
:
The aggregate amount of funds used by the Reporting Persons in purchasing the
38,576 Shares reported herein on
Schedule A
on behalf of Magnetar Capital Master Fund have come directly from the assets of Magnetar Capital Master Fund controlled by such Reporting Persons and their affiliates, which may, at any given time,
have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on
Schedule A
on behalf of Magnetar Capital Master
Fund was $1,425,387.11 (excluding commissions and other execution-related costs).
ITEM 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended to add the following
information for updating
:
Consistent with the intention previously disclosed in the Schedule 13D, the Reporting Persons
tendered 1,857,485 Shares (which represented all of the Shares beneficially owned by the Reporting Persons) to MergerSub in the Offer to receive the Offer Price upon consummation of the Offer.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 of the Schedule 13D is hereby amended to add the
following information for updating
:
(a) Simultaneously with the consummation of the transactions contemplated by the Merger
Agreement, the Reporting Persons ceased to have beneficial ownership of any Shares.
(b) Simultaneously with the consummation of the
transactions contemplated by the Merger Agreement, the Reporting Persons ceased to have power to vote and direct the disposition of any Shares.
(c) Except as set forth on
Schedule A
attached hereto and other than the tendering of the 1,857,485 Shares to MergerSub in the Offer
for the Offer Price, no transactions in Shares were effected by the Reporting Persons since the filing of the Schedule 13D on June 20, 2016. All of the transactions set forth on
Schedule A
attached hereto were effected in the ordinary
course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on
Schedule A
were effected in open market transactions on the NASDAQ Global Select
Market and various other trading markets.
(d) Not applicable.
(e) Simultaneously with the consummation of the transactions contemplated by the Merger
Agreement, the Reporting Persons ceased to have beneficial ownership of any shares of Common Stock on June 13, 2016.
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.
Dated: July 15, 2016
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MAGNETAR FINANCIAL LLC
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By: 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: Alec N. Litowitz
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Title: 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: Alec N. Litowitz
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Title: 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: Alec N. Litowitz
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Title: Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
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Date
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Number of Shares
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Price Per Share($)(*)(**)
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Bought (Sold)
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6/22/2016
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(47,099
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)
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$
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37.0234
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(1)
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6/30/2016
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(38,282
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)
(2)
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$
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36.9500
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6/30/2016
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38,282
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(2)
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$
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36.9500
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6/30/2016
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(294
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)
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$
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36.9532
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(3)
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6/30/2016
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294
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$
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36.96331
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(4)
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(1)
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Reflects a weighted average purchase price of $37.0234 per share, at prices ranging from $37.01 to $37.08 per share.
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(2)
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Represents cross trades between each of Hipparchus Master Fund (5,751 Shares sold), Magnetar Event Driven Fund (16,577 Shares sold) and Spectrum Master Fund (15,954 Shares sold), on the one hand, and Magnetar Capital
Master Fund (38,282 Shares purchased), on the other hand.
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(3)
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Reflects a weighted average purchase price of $36.9532 per share, at prices ranging from $36.94 to $36.96 per share.
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(4)
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Reflects a weighted average purchase price of $36.96331 per share, at prices ranging from $36.9597 to $36.97 per share.
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(*)
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Excludes commissions and other execution-related costs.
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(**)
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Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
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