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 (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 22, 2018 (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 2.   Identity and Background

 

Item 2 of the Schedule 13D is hereby amended to add the following information for updating:

 

This Statement 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 MSW Master Fund Ltd, a Cayman Islands exempted company (MSW Master Fund), and (v) Magnetar Multi-Strategy Alternative Risk Premia Master Fund Ltd, a Cayman Islands exempted company, (Premia Master Fund) collectively (the Funds), and (vi) one managed account for a client of Magnetar Financial (the Managed Account).

 

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 2,323,158 Shares reported herein on behalf of the Managed Account, have come directly from the assets of 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 Managed Account was $21,456,499.92 (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:

 

The Reporting Persons acquired the additional 2,323,158 Shares reported herein on behalf of the Managed Account for purposes of receiving the merger consideration upon consummation 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

 

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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.

 

Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

 

Item 5.   Interest in Securities of the Issuer

 

The Company reported in their Form 10-K dated as of August 23, 2018 that 170,687,418 shares were issued and outstanding.

 

(a)           Each of the Reporting Persons may have been deemed to have beneficial ownership of 8,486,649 Shares, which consists of (i) 578,349 Shares held by Magnetar Capital Master Fund, (ii) 3,109,471 Shares held for the benefit of PRA Master Fund, (iii) 2,168,811 Shares held for the benefit of Constellation Fund, (iv) 260,039 Shares held for the benefit of MSW Master Fund, (v) 46,821 Shares held for the benefit of Premia Master Fund; and (vi) 2,323,158 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.

 

(b)           Each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 8,486,649 Shares, which consists of (i) 578,349 Shares held by Magnetar Capital Master Fund, (ii) 3,109,471 Shares held for the benefit of PRA Master Fund, (iii) 2,168,811 Shares held for the benefit of Constellation Fund, (iv) 260,039 Shares held for the benefit of MSW Master Fund, (v) 46,821 Shares held for the benefit of Premia Master Fund; and (vi) 2,323,158 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.

 

(c)           Except as set forth on Schedule A attached hereto and Item 6, the Funds and Managed Account had no transactions in the Shares since the filing of the Schedule 13D on July 22, 2018, through the close of business on October 25, 2018. 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 and the Managed Account. The transactions in the Shares set forth on Schedule A were effected in open market transactions on NASDAQ and various other trading markets.

 

(e)           Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on September 26, 2018.

 

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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: October 25, 2018
	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 and Managed Account

 

Date		Number of Shares Bought		Price Per Share($) (1)(2)
8/31/18		1,145,779		9.54
9/28/18		1,177,379		8.94

 

(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.

 

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Funds and Managed Account

 

Date		Number of Shares (Sold)		Price Per Share($) (1)(2)
8/30/18		37,940		9.62309	(3)
8/31/18		1,183,719		9.54077	(4)
9/26/18		15,800		9.10935	(5)
9/27/18		18,500		9.12924	(6)
9/28/18		1,195,858		8.94064	(7)

 

(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 $9.62309 per share, at prices ranging from $9.535 to $9.70 per share.

(4) Reflects a weighted average sale price of $9.54077 per share, at prices ranging from $9.52 to $9.60 per share.

(5) Reflects a weighted average sale price of $9.10935 per share, at prices ranging from $9.065 to $9.21 per share.

(6) Reflects a weighted average sale price of $9.12924 per share, at prices ranging from $9.05 to $9.16 per share.

(7) Reflects a weighted average sale price of $8.94064 per share, at prices ranging from $8.92 to $9.11 per share.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated as of October 25, 2018, among the Reporting Persons.

 

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