Amended Statement of Ownership (sc 13g/a)
January 07 2022 - 11:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cipher Mining Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class
of Securities)
17253J106
(CUSIP Number)
December 31, 2021
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule
13d-1(b)
¨ 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 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. 17253J106
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1
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NAMES OF REPORTING
PERSONS
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MAGNETAR
FINANCIAL LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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254,874
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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254,874
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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254,874
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
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0.10%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 17253J106
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1
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NAMES OF REPORTING
PERSONS
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MAGNETAR
CAPITAL PARTNERS LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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254,874
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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254,874
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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254,874
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
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0.10%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No. 17253J106
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1
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NAMES OF REPORTING
PERSONS
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SUPERNOVA
MANAGEMENT LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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254,874
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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254,874
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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254,874
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10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
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0.10%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No. 17253J106
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1
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NAMES OF REPORTING
PERSONS
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ALEC N. LITOWITZ
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE
OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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254,874
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OWNED BY
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EACH
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7
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SOLE DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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254,874
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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254,874
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|
10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
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0.10%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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Cipher Mining Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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222 PURCHASE STREET, #290
RYE, NY 10580
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Item 2(a)
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Name of Person Filing.
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This statement is filed on behalf of
each of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital Partners LP (Magnetar Capital
Partners”);
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iii)
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Supernova Management LLC (“Supernova
Management”); and
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iv)
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Alec N. Litowitz (“Mr. Litowitz”).
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This statement relates to the Shares (as defined
herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation
Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”),
all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware limited
partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - F LLC (“Purpose Fund
- F”), Purpose Alternative Credit Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively
(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 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.
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Item 2(b)
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Address of Principal Business Office.
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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.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial is a Delaware limited
liability company;
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ii)
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Magnetar Capital Partners is a Delaware
limited partnership;
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iii)
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Supernova Management is a Delaware limited
liability company; and
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iv)
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Mr. Litowitz is a citizen of the United
States of America.
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Item 2(d)
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Title of Class of Securities.
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Common Stock
17253J106
(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)
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Item 4(a)
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Amount Beneficially Owned:
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As of December 31, 2021, each
of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 254,874 Shares. The amount consists of (A)
27,271 Shares held for the account of Constellation Fund II; (B) 95,323 Shares held for the account of Constellation Master Fund; (C)
33,388 Shares held for the account of Xing He Master Fund; (D) 24,978 Shares held for the account of SC Fund; (E) 35,427 Shares held
of the account of Structured Credit Fund; (F) 19,881 Shares held of the account of Lake Credit Fund; (G) 12,489 Shares held of the account
of Purpose Fund - F; (H) 6,117 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent approximately
0.10% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
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Item 4(b)
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Percent of Class:
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(i) As of December 31, 2021,
each of Reporting Persons were deemed to be the beneficial owner constituting approximately 0.10% of the total number of shares outstanding
(based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 12, 2021 there were approximately
246,381,119 Shares outstanding as of September 30, 2021).
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Item4(c)
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Number of Shares
of which such person has:
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Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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254,874
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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254,874
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Item 5
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Ownership of Five Percent or Less of a Class.
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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].
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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This Item 6 is not applicable.
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Item 7
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Identification and Classification
of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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This Item 7 is not applicable.
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Item 8
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Identification and Classification of Members of the Group.
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group.
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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.
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Date: January 7, 2022
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magnetar financial
llc
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital
Partners LP
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Date: January 7, 2022
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magnetar capital partners LP
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By: Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC
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Date: January 7, 2022
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supernova
management llc
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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Date: January 7, 2022
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/s/
Alec N. Litowitz
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Alec N. Litowitz
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