(Amendment No. )*
If the filing person has previously filed a Statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ¨
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. 89374L104
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SCHEDULE 13D
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Page
2 of 13
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1.
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NAME OF REPORTING PERSON:
Magnetar Financial LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED VOTING POWER
3,972,186
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EACH REPORTING
PERSON
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9.
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SOLE DISPOSITIVE POWER
0
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WITH
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10.
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SHARED DISPOSITIVE POWER
3,972,186
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,186
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE OF REPORTING PERSON
IA; OO
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CUSIP No. 89374L104
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SCHEDULE 13D
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Page
3 of 13
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1.
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NAME OF REPORTING PERSON:
Magnetar Capital Partners LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
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(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED VOTING POWER
3,972,186
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EACH REPORTING
PERSON
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9.
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SOLE DISPOSITIVE POWER
0
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WITH
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10.
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SHARED DISPOSITIVE POWER
3,972,186
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,186
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE OF REPORTING PERSON
HC; OO
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CUSIP No. 89374L104
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SCHEDULE 13D
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Page 4 of 13
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1.
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NAME OF REPORTING PERSON:
Supernova
Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
3,972,186
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
3,972,186
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,186
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE
OF REPORTING PERSON
HC; OO
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CUSIP No. 89374L104
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SCHEDULE 13D
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Page 5 of 13
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1.
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NAME OF REPORTING PERSON:
Alec N. Litowitz
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
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7.
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED BY
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8.
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SHARED
VOTING POWER
3,972,186
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EACH REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
3,972,186
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,972,186
|
12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
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14.
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TYPE
OF REPORTING PERSON
HC; IN
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SCHEDULE 13D
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item 1.
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security and issuer
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This
Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value (the “Shares”), of
Translate Bio, Inc., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company
is 29 Hartwell Avenue, Lexington, MA, 02421.
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Item 2.
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identity and background
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(a) The
persons filing this Statement are 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”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar Systematic
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), collectively (the “Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940,
as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds.
In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds.
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.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief Executive
Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
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Item 3.
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source and amount of funds or other consideration
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The aggregate amount of funds used by the Reporting
Persons in purchasing the 3,972,186 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, 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 $149,589,847.15 (excluding commissions and other
execution-related costs).
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ITEM 4.
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PURPOSE OF TRANSACTION
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The Reporting Persons acquired
the 3,972,186 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for
purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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The Company reported in their
Form 10-Q filed on August 5, 2021 that 75,586,714 Shares were issued and outstanding as of August 2, 2021.
(a)
As of the close of business August 13, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of
3,972,186 Shares, which consisted of (i) 2,276,335 Shares held for the benefit of PRA Master Fund, (ii) 1,274,223 Shares held for the
benefit of Constellation Fund; and (iii) 421,628 Shares held for the benefit of Systematic Master Fund, and all such Shares represented
beneficial ownership of approximately 5.26% of the Shares.
(b)
As of the close of business August 13, 2021, each of the Reporting Persons may have been deemed to share the power to vote and
direct the disposition of 3,972,186 Shares, which consisted of (i) 2,276,335 Shares held for the benefit of PRA Master Fund, (ii) 1,274,223
Shares held for the benefit of Constellation Fund; and (iii) 421,628 Shares held for the benefit of Systematic Master Fund, and all such
Shares represented beneficial ownership of approximately 5.26% 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 the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with
the SEC on August 2, 2021:
On August 2, 2021, Translate
Bio, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Sanofi, a French société anonyme (“Sanofi”), and
Vector Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sanofi (“Purchaser”).
Pursuant to the Merger Agreement,
on the terms and subject to the conditions thereof, Purchaser will commence a cash tender offer (the “Offer”)
to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”),
at a purchase price of $38.00 per Share in cash (the “Offer Price”), without interest and subject to any withholding
of taxes required by applicable legal requirements.
The obligation of Purchaser to purchase
Shares tendered in the Offer is subject to the conditions set forth in the Merger Agreement, including (1) that the number of Shares
validly tendered in accordance with the terms of the Offer and not validly withdrawn, considered together with all other Shares otherwise
beneficially owned by Sanofi or any of its wholly owned subsidiaries (including Purchaser) (but excluding Shares tendered pursuant to
guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the Delaware General Corporation
Law (the “DGCL”)), would represent one more than 50% of the total number of Shares outstanding at the time of
the expiration of the Offer, (2) the absence of any injunction or other order issued by a court of competent jurisdiction or law
prohibiting consummation of the Offer or the Merger, (3) the expiration or early termination of the applicable waiting period (or
any extension thereof) under the HSR Act, (4) the accuracy of the Company’s representations and warranties, subject to certain
materiality standards set forth in the Merger Agreement and (5) compliance by the Company in all material respects with its obligations
under the Merger Agreement and (6) the absence of a Material Adverse Effect (as defined in the Merger Agreement).
Following the completion of the
Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and
into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Sanofi (the “Merger”).
The Company, Sanofi and Purchaser will effect the Merger after consummation of the Offer pursuant to Section 251(h) of the DGCL.
At the effective time of the Merger (the “Effective Time”), the Shares then outstanding (other than Shares (1) held
by the Company (or in the Company’s treasury), Sanofi or any direct or indirect wholly owned subsidiary of Sanofi (other than Purchaser),
or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or
(2) irrevocably accepted for purchase in the Offer) will each be converted into the right to receive an amount in cash equal to the
Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required
by applicable legal requirements.
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
Item
6. contracts, arrangements, understandings or relationships with respect to the securities of the issuer
Pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect
to the joint filing of this Statement, and any amendment or amendments hereto.
A client of Magnetar Financial
has entered into a total return swap agreement giving it economic exposure to the Company.
Magnetar Asset Management
LLC (“Magnetar Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management. Certain clients of Magnetar Asset
Management have entered into total return swap agreements giving them economic exposure to the Company.
Except as otherwise described
herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among
or between the Reporting Persons or any other person or entity.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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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:August 15, 2021
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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: Alec N. Litowitz
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Title: Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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magnetar capital partners LP
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By:
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/s/ Alec N. Litowitz
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Name: Alec N. Litowitz
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Title: Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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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: Alec N. Litowitz
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Title: Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
Funds
Date
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Number of Shares Bought
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Price Per Share($) (1)(2)
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8/3/2021
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3,184,108
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37.638399 (3)
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8/4/2021
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435,421
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37.741383 (4)
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8/5/2021
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181,340
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37.755063 (5)
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8/6/2021
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171,317
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37.738639 (6)
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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 $37.638399 per share, at prices ranging from $37.595 to $37.72 per share.
(4) Reflects a weighted average purchase price
of $37.741383 per share, at prices ranging from $37.62 to $37.89 per share.
(5) Reflects a weighted average purchase price
of $37.755063 per share, at prices ranging from $37.68 to $37.80 per share.
(6) Reflects a weighted average purchase price
of $37.738639 per share, at prices ranging from $37.67 to $37.87 per share.
EXHIBIT INDEX