SCHEDULE 13D
This Amendment No. 2 (the Amendment) relates to the Statement of Beneficial Ownership on Schedule 13D and its Amendment No. 1 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 November 14, 2019 and March 23, 2020, respectively (as amended by this Amendment No.2, the Schedule 13D).
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 2. IDENTITY AND BACKGROUND
This Schedule 13D relates to Shares held for the accounts of each of (i) Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company (Magnetar Capital Master Fund), (ii) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (PRA Master Fund), (iii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (Constellation Fund), (iv) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (Systematic Master Fund), and (v) an Irish Collective Asset-management Vehicle (the ICAV), collectively (the Funds).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used by the Reporting Persons in purchasing the 688,424 Shares reported herein on behalf of the Constellation Fund have come directly from the assets of the Constellation Fund, 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 on behalf of the Constellation Fund was $4,580,707.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the 688,424 Shares reported herein on behalf of the Constellation Fund after the public announcement of the Merger Agreement for purposes of receiving the merger consideration described below upon consummation of the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Company reported in their Form 10-K filed on February 27, 2020 that 235,956,941 Shares were issued and outstanding as of February 14, 2020.
(a) As of April 1, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 11,863,158 Shares, which consisted of (i) 244,114 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 5,863,599 Shares held for the benefit of PRA Master Fund, (iii) 4,371,233 Shares held for the benefit of Constellation Fund; (iv) 357,029 Shares held
for the benefit of Systematic Master Fund, and (v) 1,027,183 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 5.03% of the Shares.
(b) As of April 1, 2020, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 11,863,158 Shares, which consisted of (i) 244,114 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 5,863,599 Shares held for the benefit of PRA Master Fund, (iii) 4,371,233 Shares held for the benefit of Constellation Fund; (iv) 357,029 Shares held for the benefit of Systematic Master Fund, and (v) 1,027,183 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 5.03% of the Shares.
(c) Except as set forth on Schedule A attached hereto, the Funds had no transactions in the Shares since the most recent filing of the 13D Amendment No. 1 on March 23, 2020. 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. The transactions in the Shares set forth on Schedule A were effected in open market transactions on New York Stock Exchange and various other trading markets.
SCHEDULE A
Constellation Fund
Date
|
Number of Shares Bought
|
Price Per Share($) (1)(2)
|
03/31/2020
|
306,300
|
6.65751(3)
|
04/01/2020
|
382,124
|
6.65454(4)
|
(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 $6.65751 per share, at prices ranging from $6.52 to $6.78 per share.
(4) Reflects a weighted average purchase price of $6.65454 per share, at prices ranging from $6.59 to $6.72 per share.
ICAV and Systematic Master Fund
Date
|
Number of Shares
(Sold)
|
Price Per Share($) (1)(2)
|
3/23/2020
|
(69,271)
|
6.23017(3)
|
3/24/2020
|
(72,338)
|
6.36395(4)
|
3/25/2020
|
(70,636)
|
6.43747(5)
|
3/26/2020
|
(70,637)
|
6.51446(6)
|
3/27/2020
|
(69,930)
|
6.51302(7)
|
3/30/2020
|
(96,575)
|
6.62376(8)
|
3/31/2020
|
(96,574)
|
6.65250(9)
|
(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 sold at each separate price will be provided.
(3) Reflects a weighted average sale price of $6.23017 per share, at prices ranging from $6.085 to $6.410 per share.
(4) Reflects a weighted average sale price of $6.36395 per share, at prices ranging from $6.220 to $6.430 per share.
(5) Reflects a weighted average sale price of $6.43747 per share, at prices ranging from $6.25 to $6.52 per share.
(6) Reflects a weighted average sale price of $6.51446 per share, at prices ranging from $6.39 to $6.60 per share.
(7) Reflects a weighted average sale price of $6.51302 per share, at prices ranging from $6.43 to $6.565 per share.
(8) Reflects a weighted average sale price of $6.62376 per share, at prices ranging from $6.515 to $6.71 per share.
(9) Reflects a weighted average sale price of $6.65250 per share, at prices ranging from $6.53 to $6.78 per share.