Page 7 of 14 – SEC Filing
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) 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.
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate amount of funds used by the Reporting Persons in purchasing the 7,062,202 Shares reported herein on behalf of the Funds and Managed Accounts have come directly from the assets of the Funds and Managed Accounts 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 behalf of the Funds and Managed Accounts was $129,722,784 (excluding commissions and other execution-related costs).
The aggregate amount of funds used by the Reporting Persons in purchasing the 1,385 Shares on behalf of Magnetar Tactical Trading Master Fund Ltd, a Cayman Islands exempted company (Magnetar Tactical Trading Master Fund), which is a private investment fund of which Magnetar Financial serves as investment adviser and a Managed Account for a client of Magnetar Financial (Managed Account 3) was $60,521 (excluding commissions and other execution-related costs).
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the 7,062,202 Shares reported herein on behalf of the Funds and Managed Accounts after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below). The Reporting Persons currently intend to vote the 7,062,202 Shares reported herein on behalf of the Funds and Managed Accounts in favor of the Merger.
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.
On Schedule A attached hereto, 44 of the Shares were sold, 997 Shares were shorted, 5 Shares were acquired and 1380 Shares were acquired to cover existing short positions by the Reporting Persons on behalf of Magnetar Tactical Trading Master Fund and Managed Account 3.
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