Statement of Ownership (sc 13g)
February 12 2021 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G*/
(Rule
13d-102)
One Equity Partners Open Water I Corp.
(Name
of Issuer)
Class A common stock, par value $0.0001 per share
(Title
of Class of Securities)
68237L204**
(CUSIP
Number)
February 5, 2021
Date
of Event Which Requires Filing of the Statement
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*/
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.
** (See item 2(e))
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).
CUSIP
No. 68237L204
|
13G
|
Page 2
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Citadel
Advisors LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
1,500,000
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%1
|
12.
|
TYPE
OF REPORTING PERSON
IA;
OO; HC
|
|
1
|
The percentages reported in this Schedule 13G are based upon 34,500,000 shares of common stock outstanding after completion
of the initial public offering (according to the issuer’s Form 8-K as filed with the Securities and Exchange Commission on
February 1, 2021). Except as described in the preceding sentence, all share numbers for the holdings of the reporting persons reported
in this Schedule 13G are as of the opening of the market on February 12, 2021.
|
CUSIP
No. 68237L204
|
13G
|
Page 3
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Citadel
Advisors Holdings LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
1,500,000
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
CUSIP
No. 68237L204
|
13G
|
Page 4
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Citadel
GP LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
1,500,000
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
CUSIP
No. 68237L204
|
13G
|
Page 5
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Citadel
Securities LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
247,878
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
12.
|
TYPE
OF REPORTING PERSON
BD,
OO
|
CUSIP
No. 68237L204
|
13G
|
Page 6
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
CALC
IV LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
247,878
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
CUSIP
No. 68237L204
|
13G
|
Page 7
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Citadel
Securities GP LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
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
247,878
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
CUSIP
No. 68237L204
|
13G
|
Page 8
of 14 Pages
|
1.
|
NAME
OF REPORTING PERSON
Kenneth
Griffin
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
1,747,878
shares
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
CUSIP
No. 68237L204
|
13G
|
Page 9
of 14 Pages
|
One
Equity Partners Open Water I Corp.
|
Item
1(b)
|
Address
of Issuer’s Principal Executive Offices
c/o OEP Open Water I Holdings, LLC, 510 Madison Avenue, 19th Floor, New York, New York
10022
|
|
Item
2(a)
|
Name
of Person Filing
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”),
Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”),
Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”),
Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively
with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting
Persons”) with respect to shares of Class A common stock of the above-named issuer
owned by Citadel Equity Fund Ltd., a Cayman Islands company (“CEFL”), Citadel
Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”),
and Citadel Securities.
|
Citadel
Advisors is the portfolio manager for CEFL and CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH.
CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and
Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The
filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any
securities covered by the statement other than the securities actually owned by such person (if any).
|
Item
2(b)
|
Address
of Principal Business Office
The address of the
principal business office of each of the Reporting Persons is 131 S. Dearborn Street,
32nd Floor, Chicago, Illinois 60603.
|
|
Item
2(c)
|
Citizenship
Each of Citadel Advisors,
CGP, Citadel Securities and CSGP is organized as a limited liability company under the
laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership
under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
|
|
Item
2(d)
|
Title
of Class of Securities
Class A common stock, par value $0.0001 per share
|
|
Item
2(e)
|
CUSIP
Number
68237L204
|
CUSIP
No. 68237L204
|
13G
|
Page 10
of 14 Pages
|
|
Item 3
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
|
|
(a)
|
¨ Broker
or dealer registered under Section 15 of the Exchange Act;
|
|
(b)
|
¨ Bank
as defined in Section 3(a)(6) of the Exchange Act;
|
|
(c)
|
¨ Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
|
|
(d)
|
¨ Investment
company registered under Section 8 of the Investment Company Act;
|
|
(e)
|
¨ An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨ An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨ A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
(i)
|
¨ A
church plan that is excluded from the definition of an investment company under Section
3(c)(14) of the Investment Company Act;
|
|
(j)
|
¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
(k)
|
¨ Group,
in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP
No. 68237L204
|
13G
|
Page 11
of 14 Pages
|
|
A.
|
Citadel
Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC
|
|
(a)
|
Each
of Citadel Advisors LLC,
Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 1,500,000
shares of Class A common stock.
|
|
(b)
|
The
number of shares that each of Citadel
Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially
own constitutes approximately 4.3% of the Class A common stock outstanding.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 1,500,000
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 1,500,000
|
|
B.
|
Citadel
Securities LLC
|
|
(a)
|
Citadel
Securities LLC may be deemed to beneficially own 247,878 shares of Class A common stock.
|
|
(b)
|
The
number of shares that Citadel Securities LLC may be deemed to beneficially own constitutes
approximately 0.7% of the Class A common stock outstanding.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 247,878
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 247,878
|
|
C.
|
CALC
IV LP and Citadel Securities GP LLC
|
|
(a)
|
Each
of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 247,878
shares of Class A common stock.
|
|
(b)
|
The
number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed
to beneficially own constitutes approximately 0.7% of the Class A common stock outstanding.
|
CUSIP
No. 68237L204
|
13G
|
Page 12
of 14 Pages
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 247,878
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 247,878
|
|
(a)
|
Mr.
Griffin may be deemed to beneficially own 1,747,878 shares of Class A common stock.
|
|
(b)
|
The
number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately
5.1% of the Class A common stock outstanding.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: 0
|
|
(ii)
|
shared
power to vote or to direct the vote: 1,747,878
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: 1,747,878
|
CUSIP
No. 68237L204
|
13G
|
Page 13
of 14 Pages
|
|
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 ¨.
|
|
Item 6
|
Ownership
of More than Five Percent on Behalf of Another Person
|
Not
Applicable
|
Item 7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company
|
See
Item 2 above
|
Item 8
|
Identification
and Classification of Members of the Group
|
Not
Applicable
|
Item 9
|
Notice
of Dissolution of Group
|
Not
Applicable
|
Item
10
|
Certification
By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above
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.
|
CUSIP
No. 68237L204
|
13G
|
Page 14
of 14 Pages
|
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated
this 12th day of February, 2021.
CITADEL SECURITIES LLC
|
|
CITADEL ADVISORS LLC
|
|
|
|
By:
|
/s/
Guy Miller
|
|
By:
|
/s/
Gregory Johnson
|
|
Guy Miller, Authorized Signatory
|
|
|
Gregory Johnson, Authorized Signatory
|
|
|
|
CALC IV LP
|
|
CITADEL ADVISORS HOLDINGS LP
|
|
|
|
By:
|
/s/ Guy
Miller
|
|
By:
|
/s/ Gregory
Johnson
|
|
Guy Miller, Authorized Signatory
|
|
|
Gregory Johnson, Authorized Signatory
|
|
|
|
CITADEL SECURITIES GP LLC
|
|
CITADEL GP LLC
|
|
|
|
By:
|
/s/ Guy
Miller
|
|
By:
|
/s/ Gregory
Johnson
|
|
Guy Miller, Authorized Signatory
|
|
|
Gregory Johnson, Authorized Signatory
|
|
|
|
|
|
KENNETH GRIFFIN
|
|
|
|
|
|
By:
|
/s/ Gregory
Johnson
|
|
|
|
Gregory Johnson, attorney-in-fact*
|
|
*
|
Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an
attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February 1, 2021.
|
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