Amended Statement of Beneficial Ownership (sc 13d/a)
03 December 2022 - 6:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Meridian
Bioscience, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
589584101
(CUSIP Number of Class of Securities)
David J. Snyderman
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)
November
30, 2022
(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.
*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 disclosures provided in a prior cover page.
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).
CUSIP No. 91734M103 | SCHEDULE 13D | Page 2 of 9 |
1. |
NAME
OF REPORTING PERSON:
Magnetar Financial LLC
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO
|
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
2,173,294 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
2,173,294 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,294 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96% |
14. |
TYPE OF REPORTING PERSON
IA; OO |
|
|
|
|
CUSIP No. 91734M103 | SCHEDULE 13D | Page
3 of 9 |
1. |
NAME
OF REPORTING PERSON:
Magnetar Capital Partners LP
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO
|
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
2,173,294 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
2,173,294 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,294 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
|
|
|
|
CUSIP No. 91734M103 | SCHEDULE 13D | Page
4 of 9 |
1. |
NAME
OF REPORTING PERSON:
Supernova Management LLC
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO
|
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
2,173,294 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
2,173,294 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,294 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
|
|
|
|
CUSIP No. 91734M103 | SCHEDULE 13D | Page
5 of 9 |
1. |
NAME
OF REPORTING PERSON:
David J. Snyderman
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x |
3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS
OO
|
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
2,173,294 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
2,173,294 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,173,294 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96% |
14. |
TYPE OF REPORTING PERSON
HC; IN |
|
|
|
|
CUSIP No. 91734M103 | SCHEDULE 13D | Page
6 of 9 |
SCHEDULE 13D
This
Amendment No. 2 (“Amendment No. 2”) 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”) with the SEC on September
19, 2022, and amended by Amendment No. 1 (“Amendment No,. 1”) filed jointly by
Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman (“Mr. Snyderman”) with the
SEC on November 2, 2022 (collectively, the “Schedule 13D”). This Amendment
No. 2 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of
this Amendment No. 2 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Except as set forth below,
all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to
such terms in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended
to add the following information for updating:
Since the filing of Amendment
No. 1 on November 2, 2022, the Reporting Persons purchased 38,248 Shares between November 2, 2022 and November 30, 2022 reported herein,
which consists of 31,963 Shares purchased for the benefit of PRA Master Fund and 6,285 Shares purchased for the benefit of the Systematic
Master Fund.
In addition, since the filing
of Amendment No. 1 on November 2, 2022, the Reporting Persons sold 125,642 Shares between November 2, 2022 and November 30, 2022 reported
herein, which consists of 242 Shares sold for the benefit of Managed Account and 125,400 Shares sold for the benefit of PRA Master Fund.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a)-(c) and (e) of the Schedule 13D is
hereby amended to add the following information for updating:
The Company reported in their Form 10-Q filed
on November 22, 2022 that 43,827,819 Shares were issued and outstanding as of October 31, 2022.
(a) As of the close of business November 30, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership
of 2,173,294 Shares, which consisted of (i) 1,851,357 Shares held for the benefit of PRA Master Fund, (ii) 316,750 Shares held for the
benefit of Systematic Master Fund, and (iii) 5,187 Shares held for the benefit of the Managed Account and all such Shares represented
beneficial ownership of approximately 4.96% of the Shares.
CUSIP No. 91734M103 | SCHEDULE 13D | Page
7 of 9 |
(b) As of the close of business November30, 2022, each of the Reporting Persons may have been deemed to share the power to vote and
direct the disposition of 2,173,294 Shares, which consisted of (i) 1,851,357 Shares held for the benefit of PRA Master Fund, (ii) 316,750
Shares held for the benefit of Systematic Master Fund, and (iii) 5,187 Shares held for the benefit of the Managed Account and all such
and all such Shares represented beneficial ownership of approximately 4.96% of the Shares.
(c)
Except as set forth on Schedule C attached hereto, the Funds had no transactions in the Shares since the filing of Amendment
No. 1 on November 2, 2022. All of the transactions set forth on Schedule C attached hereto were effected in the ordinary course
of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule C
were effected in open market transactions on the NASDAQ and various other trading markets.
(d)
As of November 30, 2022, the Reporting Persons ceased to be beneficial owners of
more than five percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended to add the following
information for updating:
Certain clients of Magnetar Financial have entered
into a total return swap agreement giving it economic exposure to the Company. In addition, certain clients of Magnetar Asset Management
have entered into total return swap agreements giving them economic exposure to the Company. Magnetar Asset Management LLC (“Magnetar
Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar Capital Partners serves
as the sole member and parent holding company of Magnetar Asset Management.
CUSIP No. 91734M103 | SCHEDULE 13D | Page
8 of 9 |
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: December 2, 2022 |
|
|
|
|
|
|
magnetar
financial llc |
|
|
|
|
By:
Magnetar Capital Partners LP, its Sole Member |
|
|
|
|
By: |
/s/
David J. Snyderman |
|
|
Name: |
David
J. Snyderman |
|
|
Title: |
Administrative Manager of Supernova Management LLC,
the General Partner of Magnetar Capital Partners LP |
|
|
|
|
magnetar
capital partners LP |
|
|
|
|
By: |
/s/
David J. Snyderman |
|
|
Name: |
David J. Snyderman |
|
|
Title: |
Administrative Manager of Supernova Management LLC,
the General Partner of Magnetar Capital Partners LP |
|
|
|
|
supernova
management llc |
|
|
|
|
By: |
/s/
David J. Snyderman |
|
|
Name: |
David J.
Snyderman |
|
|
Title: |
Administrative Manager |
|
|
|
|
/s/
David J. Snyderman |
|
David
J. Snyderman |
CUSIP No. 91734M103 | SCHEDULE 13D | Page
9 of 9 |
SCHEDULE C
Funds
Date | |
Number of Shares Bought | | |
Price Per Share($) (1)(2) | |
11/2/2022 | |
| 20,661 | | |
$ | 32.12 | (3) |
11/3/2022 | |
| 9,498 | | |
$ | 32.04 | (4) |
11/4/2022 | |
| 8,089 | | |
$ | 32.03 | (5) |
| (1) | Excludes commissions and other execution-related costs. |
| (2) | 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. |
| (3) | Reflects a weighted average purchase price of $32.12 per Share,
at prices ranging from $32.00 to $32.36 per Share. |
| (4) | Reflects a weighted average purchase price of $32.04 per Share,
at prices ranging from $31.975 to $32.18 per Share. |
| (5) | Reflects a weighted average purchase price of $32.03 per Share,
at prices ranging from $31.98 to $32.15 per Share. |
Funds
Date | |
Number of Shares Sold | | |
Price Per Share($) (1)(2) | |
11/28/2022 | |
| 25,840 | | |
$ | 31.75
| (6) |
11/29/2022 | |
| 49,901 | | |
$ | 31.82 | (7) |
11/30/2022 | |
| 49,901 | | |
$ | 31.88 | (8) |
| (6) | Reflects a weighted average sale price of $31.75 per Share, at prices ranging from $31.55 to $32.06 per Share. |
| (7) | Reflects a weighted average sale price of $31.82 per Share, at prices ranging from $31.51 to $32.11 per Share. |
| (8) | Reflects a weighted average sale price of $31.88 per Share, at prices ranging from $31.59 to $32.01 per Share. |
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