SCHEDULE 13D
This Amendment No. 2 (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 March 19, 2020, as amended by Amendment No. 1 to such statement filed with the SEC on April 9, 2020 (Amendment No. 1) (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 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
The Company reported in their Form 10-K filed on March 12, 2020 that 71,088,853 Shares were issued and outstanding as of March 6, 2020.
(a) As of the close of business April 13, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,535,151 Shares, which consisted of (i) 79,093 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,807,223 Shares held for the benefit of PRA Master Fund, (iii) 1,375,534 Shares held for the benefit of Constellation Fund; (iv) 115,509 Shares held for the benefit of Systematic Master Fund and (v) 157,792 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 the close of business April 13, 2020, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 3,535,151 Shares, which consisted of (i) 79,093 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,807,223 Shares held for the benefit of PRA Master Fund, (iii) 1,375,534 Shares held for the benefit of Constellation Fund; (iv) 115,509 Shares held for the benefit of Systematic Master Fund and (v) 157,792 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.
(c) Except as set forth on Schedule A attached hereto, the Funds had no transactions in the Shares since the filing of the 13D on April 9, 2020 of this Statement. 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 as of the close of business on April 13, 2020.
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SCHEDULE A
Funds
Date
|
|
Number of Shares Sold
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Price Per Share($) (1)(2)
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04/09/2020
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|
235,000
|
|
6.06251
|
(3)
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04/13/2020
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|
234,539
|
|
6.01515
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(4)
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(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 $6.06251 per share, at prices ranging from $6.03 to $6.10 per share.
(4) Reflects a weighted average purchase price of $6.01515 per share, at prices ranging from $5.96 to $6.07 per share.
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