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 January 2, 2019, as amended by Amendment No. 1 to such statement filed with the SEC on December 20, 2018 (Amendment No. 1) (as further 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
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 235,564 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds controlled 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 Funds was $5,077,222 (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:
Since the Amendment No. 1 filing of the 13D with the SEC on January 2, 2019, the Reporting Persons acquired an additional 235,564 between January 2, 2019 and January 3, 2019 reported herein which consists of 21,598 Shares acquired for the benefit of Premia Master Fund and 213,966 Shares acquired for the benefit of PRA Master Fund.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
(a)
As of the close of business on January 10, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,059,060 Shares, which consists of (i) 311,219 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,604,960 Shares held for the benefit of PRA Master Fund, (iii) 1,167,082 Shares held for the benefit of Constellation Fund; (iv) 157,206 Shares held for the benefit of MSW Master Fund; (v) 59,488 Shares held for the benefit of Premia Master Fund and (vi) 1,759,105 Shares held for the benefit of the ICAV, and all such Shares represents a beneficial ownership of approximately 5.16% of the Shares.
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(b)
As of the close of business on January 10, 2019, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 6,059,060 Shares, which consists of (i) 311,219 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,604,960 Shares held for the benefit of PRA Master Fund, (iii) 1,167,082 Shares held for the benefit of Constellation Fund; (iv) 157,206 Shares held for the benefit of MSW Master Fund; (v) 59,488 Shares held for the benefit of Premia Master Fund and (vi) 1,759,105 Shares held for the benefit of the ICAV, and all such Shares represents a beneficial ownership of approximately 5.16% of the Shares.
(c)
Except as set forth on
Schedule A
attached hereto, the Funds had no transactions since the filing of the Amendment No. 1 on January 2, 2019 through the close of business on January 10, 2019. 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.
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SCHEDULE A
Funds
Date
|
|
Number of Shares
Bought
|
|
Price Per Share($) (1)(2)
|
|
1/2/19
|
|
183,728
|
|
21.65857
|
(3)
|
1/3/19
|
|
51,836
|
|
21.18096
|
(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 sold at each separate price will be provided.
(3) Reflects a weighted average sale price of $21.65857 per share, at prices ranging from $21.32 to $21.91 per share.
(4) Reflects a weighted average sale price of $21.18096 per share, at prices ranging from $21.03 to $21.53 per share.
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