Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 838884203

1

Names of Reporting Persons
MAGNETAR FINANCIAL LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
2,227,500

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,227,500

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,227,500

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.91%

12

Type of Reporting Person (See Instructions)
IA, OO

CUSIP No. 838884203

1

Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
2,227,500

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,227,500

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,227,500

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.91%

12

Type of Reporting Person (See Instructions)
HC, PN

CUSIP No. 838884203

1

Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
2,227,500

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,227,500

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,227,500

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.91%

12

Type of Reporting Person (See Instructions)
HC, OO

CUSIP No. 838884203

1

Names of Reporting Persons
ALEC N. LITOWITZ

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
2,227,500

7

Sole Dispositive Power
0

8

Shared Dispositive Power
2,227,500

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,227,500

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
8.91%

12

Type of Reporting Person (See Instructions)
HC, IN

Item 1(a)

Name of Issuer.
South Mountain Corp. (the Issuer)

Item 1(b)

Address of Issuers Principal Executive Offices.
767 Fifth Avenue, 9th Floor

New York, NY  10153

Item 2(a)

Name of Person Filing.
This statement is filed on behalf of each of the following person (collectively, the Reporting Persons):

i)                                         Magnetar Financial LLC (Magnetar Financial);

ii)                                      Magnetar Capital Partners LP (Magnetar Capital Partners);

iii)                                   Supernova Management LLC (Supernova Management); and

iv)                                  Alec N. Litowitz (Mr. Litowitz).

This statement relates to the Units (as defined herein) held for Magnetar Constellation Master Fund, Ltd (Constellation Master Fund), Magnetar Constellation Fund II, Ltd (Constellation Fund), Magnetar Xing He Master Fund Ltd (Xing He Master Fund), Magnetar SC Fund Ltd (SC Fund), Magnetar Capital Master Fund Ltd, (Master Fund) and  Magnetar Structured Credit Fund, LP (Structured Credit Fund), all Cayman Islands exempted companies except for Structured Credit Fund which is a Delaware limited partnership , collectively (the Magnetar Funds).   Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Units held for the Magnetar Funds accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

Item 2(b)

Address of Principal Business Office.
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Item 2(c)

Place of Organization.
i)                                         Magnetar Financial is a Delaware limited liability company;

ii)                                      Magnetar Capital Partners is a Delaware limited partnership;

iii)                                   Supernova Management is a Delaware limited liability company; and

iv)                                  Mr. Litowitz is a citizen of the United States of America.

Item 2(d)

Title of Class of Securities.
Units

Item 2(e)

CUSIP Number.
83884203

Item 3

Reporting Person.

(e)

x

An investment adviser in accordance with §240.13d1(b)(1)(ii)(E)

(g)

x

A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G)

Item 4

Ownership.

Item 4(a)

Amount beneficially owned:

As of December 31, 2019, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 2,227,500 Units.  The amount consists of (A) 966,600 Units held for the account of Constellation Master Fund; (B) 51,177 Units held for the account of Master Fund; and (C) 467,853 Units held for the account of Xing He Master Fund; (D) 260,322 Units held for the account of Constellation Fund; (E) 227,268 Units held for the account of SC Fund; and (F) 254,280 Units held of the account of Structured Credit Fund.  The Units held by the Magnetar Funds represent approximately 8.91% of the total number of Units outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Units of the Issuer).

Item 4(b)

Percent of class:   

(i) As of December 31, 2019, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 8.91% of the total number of Units outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 14, 2019, there were approximately 25,000,000 Units outstanding as of November 14, 2019).

Item 4(c)

Number of shares of which such person has:

Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

(i)                                     Sole power to vote or to direct the vote:                                                                                                                                                    0

(ii)                                  Shared power to vote or to direct the vote :                                                                                                                                  2,227,500

(iii)                               Sole power to dispose or to direct the disposition of:                                                                                   0

(iv)                              Shared power to dispose or to direct the disposition of:                                                                    2,227,500

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

This Item 7 is not applicable.

Item 8

Identification and Classification of Members of the Group.

This Item 8 is not applicable.

Item 9

Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10

Certification.

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date: February 13, 2020

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

Date: February 13, 2020

MAGNETAR CAPITAL PARTNERS LP

By:

Supernova Management LLC, its General Partner

By:

/s/ Alec N. Litowitz

Name: Alec N. Litowitz

Title:   Manager of Supernova Management LLC

Date: February 13, 2020

SUPERNOVA MANAGEMENT LLC

By:

/s/ Alec N. Litowitz

Name: Alec N. Litowitz

Title:   Manager

Date: February 13, 2020

/s/ Alec N. Litowitz

Alec N. Litowitz

Ex.

A

Joint Filing Agreement

Date: February 13, 2020

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

Date: February 13, 2020

MAGNETAR CAPITAL PARTNERS LP

By:

Supernova Management LLC, its General Partner

By:

/s/ Alec N. Litowitz

Name: Alec N. Litowitz

Title:   Manager of Supernova Management LLC

Date: February 13, 2020

SUPERNOVA MANAGEMENT LLC

By:

/s/ Alec N. Litowitz

Name: Alec N. Litowitz

Title:   Manager

Date: February 13, 2020

/s/ Alec N. Litowitz

Alec N. Litowitz