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 November 14, 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
The aggregate amount of funds used by the Reporting Persons in purchasing the 165,568 Shares reported herein on behalf of the PRA Master Fund and Systematic Master Fund have come directly from the assets of the PRA Master Fund and Systematic Master Fund, 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 two aforementioned funds was $1,071,243.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the 165,568 Shares reported herein on behalf of the PRA Master Fund and Systematic Master Fund after the public announcement of the Merger Agreement for purposes of receiving the merger consideration described below upon consummation of the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Company reported in their Form 10-K filed on February 27, 2020 that 235,956,941 Shares were issued and outstanding as of February 14, 2020.
(a) As of March 20, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 11,720,695 Shares, which consisted of (i) 244,114 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 5,863,599 Shares held for the benefit of PRA Master Fund, (iii) 3,682,809 Shares held for the benefit of Constellation Fund; (iv) 532,222 Shares held for the benefit of Systematic Master Fund, and (v) 1,397,951 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.
(b) As of March 20, 2020, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 11,720,695 Shares, which consisted of (i) 244,114 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 5,863,599 Shares held for the benefit of PRA Master Fund, (iii) 3,682,809 Shares held for the benefit of Constellation Fund; (iv) 532,222 Shares held for the benefit of Systematic Master Fund, and (v) 1,397,951 Shares
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SCHEDULE A
Funds
Date
|
|
Number of Shares Bought
|
|
Price Per Share($) (1)(2)
|
02/03/2020
|
|
27,934
|
|
6.56126(3)
|
03/02/2020
|
|
137,634
|
|
6.44729(4)
|
(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 $6.56126 per share, at prices ranging from $6.525 to $6.60 per share.
(4) Reflects a weighted average purchase price of $6.44729 per share, at prices ranging from $6.39 to $6.495 per share.
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Funds
Date
|
|
Number of Shares
(Sold)
|
|
Price Per Share($) (1)(2)
|
01/27/2020
|
|
(55,367)
|
|
6.69234(3)
|
01/28/2020
|
|
(20,494)
|
|
6.67443(4)
|
01/29/2020
|
|
(20,288)
|
|
6.60568(5)
|
01/30/2020
|
|
(20,596)
|
|
6.57604(6)
|
01/31/2020
|
|
(11,921)
|
|
6.57013(7)
|
02/24/2020
|
|
(70,449)
|
|
6.41654(8)
|
02/25/2020
|
|
(70,449)
|
|
6.46594(9)
|
02/26/2020
|
|
(69,745)
|
|
6.45056(10)
|
02/27/2020
|
|
(70,076)
|
|
6.37799(11)
|
02/28/2020
|
|
(71,527)
|
|
6.27687(12)
|
03/19/2020
|
|
(92,286)
|
|
6.09490(13)
|
03/20/2020
|
|
(91668)
|
|
6.13128(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 $6.69234 per share, at prices ranging from $6.61 to $6.725 per share.
(4) Reflects a weighted average sale price of $6.67443 per share, at prices ranging from $6.629 to $6.72 per share.
(5) Reflects a weighted average sale price of $6.60568 per share, at prices ranging from $6.57 to $6.65 per share.
(6) Reflects a weighted average sale price of $6.57604 per share, at prices ranging from $6.56 to $6.605 per share.
(7) Reflects a weighted average sale price of $6.57013 per share, at prices ranging from $6.51 to $6.59 per share.
(8) Reflects a weighted average sale price of $6.41654 per share, at prices ranging from $6.375 to $6.45 per share.
(9) Reflects a weighted average sale price of $6.46594 per share, at prices ranging from $6.44 to $6.48 per share.
(10) Reflects a weighted average sale price of $6.45056 per share, at prices ranging from $6.42 to $6.50 per share.
(11) Reflects a weighted average sale price of $6.3799 per share, at prices ranging from $6.35 to $6.44 per share.
(12) Reflects a weighted average sale price of $6.27687 per share, at prices ranging from $6.22 to $6.34 per share.
(13) Reflects a weighted average sale price of $6.09490 per share, at prices ranging from $5.87 to $6.34 per share.
(14) Reflects a weighted average sale price of $6.13128 per share, at prices ranging from $6.030 to $6.24 per share.
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