Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies
are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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. 559079207
|
SCHEDULE
13D
|
Page
2 of 9
|
1.
|
NAME OF REPORTING PERSON:
Magnetar Financial LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
1,289,081
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
1,289,081
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,081
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
|
14.
|
TYPE
OF REPORTING PERSON
IA;
OO
|
CUSIP
No. 559079207
|
SCHEDULE
13D
|
Page
3 of 9
|
1.
|
NAME OF REPORTING PERSON:
Magnetar Capital Partners
LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
1,289,081
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
1,289,081
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,081
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
|
14.
|
TYPE
OF REPORTING PERSON
HC;
OO
|
CUSIP
No. 559079207
|
SCHEDULE
13D
|
Page
4 of 9
|
1.
|
NAME OF REPORTING PERSON:
Supernova Management LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
1,289,081
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
1,289,081
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,081
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
|
14.
|
TYPE
OF REPORTING PERSON
HC;
OO
|
CUSIP
No. 559079207
|
SCHEDULE
13D
|
Page
5 of 9
|
1.
|
NAME OF REPORTING PERSON:
Alec N. Litowitz
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
OO
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
1,289,081
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
1,289,081
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,081
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
|
14.
|
TYPE
OF REPORTING PERSON
HC;
IN
|
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 February 8, 2021, (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
|
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 21,074 Shares reported herein on behalf of Systematic Master Fund have come directly from the assets of the
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 Funds was $1,963,134 (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 filing of the 13D
with the SEC on February 8, 2021, the Reporting Persons sold 105,635 Shares between March 25, 2021 and April 23, 2021 reported
herein which consists of 81,700 Shares sold for the benefit of Constellation Fund and 23,935 Shares sold for the benefit of Systematic
Master Fund.
The 231 Shares reported herein
that were sold short were executed on behalf of certain clients of Magnetar Financial in another strategy unrelated to risk arbitrage.
The 5,317 Shares reported
herein were acquired in the ordinary course of business on behalf of certain clients of Magnetar Financial in another strategy unrelated
to risk arbitrage to cover its short positions.
|
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 April 23, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,289,081
Shares, which consisted of (i) 555,796 Shares held for the benefit of PRA Master Fund, (ii) 600,863 Shares held for the benefit
of Constellation Fund; and (iii) 132,422 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial
ownership of approximately 4.96% of the Shares.
(b) As
of the close of business April 23, 2021, each of the Reporting Persons may have been deemed to have the power to vote and direct
the disposition of 1,289,081 Shares, which consisted of (i) 555,796 Shares held for the benefit of PRA Master Fund, (ii) 600,863
Shares held for the benefit of Constellation Fund; and (iii) 132,422 Shares held for the benefit of Systematic Master Fund, and all
such Shares represented beneficial ownership of approximately 4.96% of the Shares.
(c) Except
as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding
the date of filing 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 Person ceased to have beneficial ownership greater than 5% of the Shares on April 23, 2021.
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.
Dated: April 27,
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
|
|
magnetar capital partners LP
|
|
By:
|
/s/ Alec N. Litowitz
|
|
|
Name:
|
Alec N. Litowitz
|
|
|
Title:
|
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
|
|
By:
|
/s/ Alec N. Litowitz
|
|
|
Name:
|
Alec N. Litowitz
|
|
|
Title:
|
Manager
|
|
/s/ Alec N. Litowitz
|
|
Alec N. Litowitz
|
|
|
SCHEDULE A
Funds
Date
|
|
Number of Shares Bought
|
|
|
Price Per Share($) (1)(2)
|
|
3/3/2021
|
|
|
6,774
|
|
|
|
92.97343
|
(3)
|
3/4/2021
|
|
|
14,300
|
|
|
|
93.23956
|
(4)
|
3/24/2021
|
|
|
5,317
|
|
|
|
93.47960
|
(5)
|
(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 $92.973435 per share, at prices ranging from $92.79 to $93.17 per share.
(4) Reflects a weighted average purchase
price of $93.23956 per share, at prices ranging from $92.885 to $93.575 per share.
(5) Reflects a weighted average purchase price
of $93.47960 per share, at prices ranging from $93.40 to $93.53 per share.
Funds
Date
|
|
Number of Shares Sold
|
|
|
Price Per Share($) (1)(2)
|
|
2/26/2021
|
|
|
122
|
|
|
|
93.20078
|
(3)
|
3/2/2021
|
|
|
109
|
|
|
|
92.98165
|
(4)
|
3/25/2021
|
|
|
5,000
|
|
|
|
93.54767
|
(5)
|
3/26/2021
|
|
|
5,000
|
|
|
|
93.88238
|
(6)
|
3/29/2021
|
|
|
3,400
|
|
|
|
93.53773
|
(7)
|
3/30/2021
|
|
|
3,500
|
|
|
|
93.45746
|
(8)
|
3/31/2021
|
|
|
3,535
|
|
|
|
93.54948
|
(9)
|
4/16/2021
|
|
|
1,600
|
|
|
|
94.14078
|
(10)
|
4/19/2021
|
|
|
16,800
|
|
|
|
94.02001
|
(11)
|
4/20/2021
|
|
|
15,200
|
|
|
|
93.97384
|
(12)
|
4/21/2021
|
|
|
17,700
|
|
|
|
93.96496
|
(13)
|
4/22/2021
|
|
|
16,600
|
|
|
|
94.01163
|
(14)
|
4/23/2021
|
|
|
17,300
|
|
|
|
94.18329
|
(15)
|
(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 sale price
of $93.20078 per share, at prices ranging from $92.64 to $93.55 per share.
(4) Reflects a weighted average sale price
of $92.98165 per share, at prices ranging from $92.74 to $93.22 per share.
(5) Reflects a weighted average sale price
of $93.54767 per share, at prices ranging from $93.33 to $93.775 per share.
(6) Reflects a weighted average sale price
of $93.88238 per share, at prices ranging from $93.73 to $94.13 per share.
(7) Reflects a weighted average sale price
of $93.53773 per share, at prices ranging from $93.38 to $93.92 per share.
(8) Reflects a weighted average sale price
of $93.45746 per share, at prices ranging from $93.41 to $93.51 per share.
(9) Reflects a weighted average sale price
of $93.54948 per share, at prices ranging from $93.24 to $94.03 per share.
(10) Reflects a weighted average sale price
of $94.14078 per share, at prices ranging from $94.05 to $94.38 per share.
(11) Reflects a weighted average sale price of
$94.02001 per share, at prices ranging from $93.79 to $94.22 per share.
(12) Reflects a weighted average sale price of
$93.97384 per share, at prices ranging from $93.8576 to $94.13 per share.
(13) Reflects a weighted average sale price of
$93.96496 per share, at prices ranging from $93.825 to $94.159 per share.
(14) Reflects a weighted average sale price of
$94.01163 per share, at prices ranging from $93.92 to $94.2041 per share.
(15) Reflects a weighted average sale price of
$94.18329 per share, at prices ranging from $93.95 to $94.45 per share.