Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number of Class of Securities)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. o

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).

 

 

 

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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 July 25, 2019, (as amended by this Amendment, 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 3.   Source and Amount of Funds or Other Consideration

 

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 44,846 Shares reported herein on behalf of the Systematic Master Fund and the ICAV have come directly from the assets of the Systematic Master Fund and the ICAV, 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 Systematic Master Fund and the ICAV was $2,837,317 (excluding commissions and other execution-related costs).

 

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 the 13D with the SEC on July 25, 2018, the Reporting Persons sold 216,147 Shares between July 25, 2019 and September 3, 2019 reported herein which consists of 13,907 Shares sold for the benefit of MSW Master Fund, 42,038 Shares sold for the benefit of PRA Master Fund and 160,202 Shares sold for the benefit of the ICAV.

 

Item 5.   Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended to add the following information for updating:

 

(a)           As of the close of business September 3, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,033,951 Shares, which consisted of (i) 102,138 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 946,048 Shares held for the benefit of PRA Master Fund, (iii) 478,773 Shares held for the benefit of Constellation Fund; (iv) 81,804 Shares held for the benefit of Systematic Master Fund, (v) 26,333 Shares held for the benefit of MSW Master Fund and (vi) 398,855 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.95% of the Shares.

 

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(b)           As of the close of business September 3, 2019, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 2,033,951 Shares, which consisted of (i) 102,138 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 946,048 Shares held for the benefit of PRA Master Fund, (iii) 478,773 Shares held for the benefit of Constellation Fund; (iv) 81,804 Shares held for the benefit of Systematic Master Fund, (v) 26,333 Shares held for the benefit of MSW Master Fund and (vi) 398,855 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.95% of the Shares.

 

(c)           Except as set forth on Schedule A attached hereto, the Funds had no transactions since the filing of the Schedule 13D on July 25, 2019 through the close of business on September 3, 2019. 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 NASDAQ and various other trading markets.

 

(d)           Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on August 30, 2019.

 

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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:  September 4, 2019

 

	MAGNETAR FINANCIAL LLC
	By: Magnetar Capital Partners LP, its Sole Member
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
	MAGNETAR CAPITAL PARTNERS LP
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
	SUPERNOVA MANAGEMENT LLC
	By:	/s/ Alec N. Litowitz
		Name:	Alec N. Litowitz
		Title:	Manager
	/s/ Alec N. Litowitz
	Alec N. Litowitz

 

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SCHEDULE A

 

Funds

 

Date		Number of Shares Bought		Price Per Share($) (1)(2)
08/01/19		2,808		66.10438	(3)
08/30/19		42,038		63.05

 

(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 $66.10438 per share, at prices ranging from $66.16 to $67.14 per share.

 

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Funds

 

Date		Number of Shares (Sold)		Price Per Share($) (1)(2)
07/25/19		(16,700	)	65.00816	(3)
07/26/19		(16,700	)	65.01016	(4)
07/29/19		(15,100	)	65.65351	(5)
07/30/19		(17,500	)	66.08364	(6)
07/31/19		(14,648	)	66.55031	(7)
07/31/19		(2,948	)	67.24891	(8)
08/26/19		(14,100	)	62.89788	(9)
08/27/19		(14,100	)	62.87787	(10)
08/28/19		(12,700	)	62.89765	(11)
08/29/19		(14,800	)	63.78609	(12)
08/30/19		(65,007	)	63.05660	(13)
09/03/19		(11,844	)	63.10438	(14)

 

(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 $65.00816 per share, at prices ranging from $64.845 to $65.12 per share.

(4) Reflects a weighted average sale price of $65.01016 per share, at prices ranging from $64.875 to $65.105 per share.

(5) Reflects a weighted average sale price of $65.65351 per share, at prices ranging from $65.15 to $65.915 per share.

(6) Reflects a weighted average sale price of $66.08364 per share, at prices ranging from $65.54 to $66.40 per share.

(7) Reflects a weighted average sale price of $66.55031 per share, at prices ranging from $66.13 to $67.12 per share.

(8) Reflects a weighted average sale price of $67.24891 per share, at prices ranging from $67.14 to $67.49 per share.

(9) Reflects a weighted average sale price of $62.89788 per share, at prices ranging from $62.59 to $63.10 per share.

(10) Reflects a weighted average sale price of $62.87787 per share, at prices ranging from $62.74 to $63.12 per share.

(11) Reflects a weighted average sale price of $62.89768 per share, at prices ranging from $62.70 to $63.05 per share.

(12) Reflects a weighted average sale price of $63.78609 per share, at prices ranging from $63.31 to $64.20 per share.

(13) Reflects a weighted average sale price of $63.05660 per share, at prices ranging from $62.84 to $63.49 per share.

(14) Reflects a weighted average sale price of $63.10438 per share, at prices ranging from $62.91 to $63.38 per share.

 

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