Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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. 64065J304
1
|
NAMES
OF REPORTING PERSONS
|
MAGNETAR
FINANCIAL LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(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
|
1,471,1041
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
1,471,1041
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,471,1041
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.95%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IA,
OO
|
1 Includes certain warrants that
are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP
No. 64065J304
1
|
NAMES
OF REPORTING PERSONS
|
MAGNETAR
CAPITAL PARTNERS LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(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
|
1,471,1041
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
1,471,1041
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,471,1041
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.95%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IA,
OO
|
1 Includes certain warrants that
are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP
No. 64065J304
1
|
NAMES
OF REPORTING PERSONS
|
SUPERNOVA
MANAGEMENT LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(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
|
1,471,1041
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
1,471,1041
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,471,1041
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.95%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
HC,
OO
|
1 Includes certain warrants that
are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP
No. 64065J304
1
|
NAMES
OF REPORTING PERSONS
|
ALEC
N. LITOWITZ
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(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
|
1,471,1041
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
1,471,1041
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,471,1041
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.95%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
HC,
IN
|
1 Includes certain warrants that
are exercisable immediately at the option of the holder. See Item 4 herein.
SCHEDULE
13G
|
Item 1(a)
|
Name of Issuer.
|
Neovasc Inc.
(the “Company”)
|
Item 1(b)
|
Address of Issuer’s
Principal Executive Offices.
|
Suite 5138
– 13562 Maycrest Way
Richmond, British
Columbia, Canada V6V 2J7
|
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
Shares (as defined herein) held for Magnetar Equity Opportunities Master Fund Ltd, Magnetar Constellation Fund II, Ltd, Magnetar
Constellation Master Fund, Ltd, Magnetar Andromeda Select Master Fund Ltd, Magnetar Capital Master Fund Ltd, Magnetar Xing He
Master Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies, and Magnetar Structured Credit Fund, LP, a Delaware
limited partnership (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 common Shares 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.
|
Common Stock,
no par value (the “Shares”)
64065J304
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
|
Item 4(a)
|
Amount
Beneficially Owned:
|
As of December
31, 2020, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,471,104 Shares.
The amount consists of (A) 642,345 Shares held for the account Magnetar Equity Opportunities Master Fund Ltd ; (B) 95,115 Shares
held for the account of Magnetar Constellation Fund II, Ltd; (C) 293,237 Shares held for the account of Magnetar Constellation
Master Fund, Ltd; (D) 96,476 Shares held for the account of Magnetar Andromeda Select Master Fund Ltd; (E) 96,477 Shares held
for the account of Magnetar Capital Master Fund Ltd; (F) 69,369 Shares held for the account of Magnetar Structured Credit Fund,
LP; (G) 92,009 Shares held for the account of Magnetar Xing He Master Fund Ltd; and (H) 86,076 Shares held for the account of
Magnetar SC Fund Ltd. The Shares include the Shares that would result from exercising the warrants held in each of the accounts
of the Magnetar Funds. The Shares held by the Magnetar Funds represent approximately 4.95% (calculated pursuant to Rule 13d-3(d)(1)(i))
of the outstanding Shares of the Issuer).
|
Item 4(b)
|
Percent
of Class:
|
As of December
31, 2020, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz were deemed to be the beneficial
owner constituting approximately 4.95% of the total number of Shares outstanding subject to the blocker provision discussed above
(based on 28,965,584 Shares outstanding as of February 3, 2021as reported in the Company's Prospectus Supplement filed with the
Securities and Exchange Commission on February 4, 2021 plus 750,000 Shares that will be issued upon exercising the warrants held
in each of the accounts of the Magnetar Funds ).
|
Item4(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 :
|
1,471,1041
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,471,1041
|
|
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 x.
1 Includes certain
warrants that are exercisable immediately at the option of the holder. See Item 4 herein..
|
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.
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.
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.
Date:
|
February 12, 2021
|
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 12, 2021
|
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 12, 2021
|
supernova management llc
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager
|
Date:
|
February 12, 2021
|
/s/ Alec N. Litowitz
|
|
Alec N. Litowitz
|