Amended Statement of Ownership (sc 13g/a)
February 12 2021 - 06:02AM
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)*
CHURCHILL CAPITAL CORP II
(Name of Issuer)
UNITS
(Title of Class of Securities)
17143G205
(CUSIP Number)
December 31, 2020
(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) |
| |
|
|
|
o |
Rule 13d-1(c) |
| |
|
|
|
o |
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.
17143G205
|
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
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5 |
SOLE VOTING
POWER 0 |
|
|
|
6 |
SHARED
VOTING POWER |
|
5 |
|
|
|
|
7 |
SOLE
DISPOSITIVE
POWER 0 |
|
|
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
5 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5 |
|
|
|
10 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN UNITS (SEE
INSTRUCTIONS) |
|
¨ |
|
|
|
11 |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
0% |
|
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
IA,
OO |
CUSIP No.
17143G205
|
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
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
POWER 0 |
|
|
|
6 |
SHARED
VOTING POWER |
|
5 |
|
|
|
|
7 |
SOLE
DISPOSITIVE
POWER 0 |
|
|
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
5 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5 |
|
|
|
10 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN UNITS (SEE
INSTRUCTIONS) |
|
¨ |
|
|
|
11 |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
0% |
|
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
HC,
PN |
CUSIP No.
17143G205
|
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
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
POWER 0 |
|
|
|
6 |
SHARED
VOTING POWER |
|
5 |
|
|
|
|
7 |
SOLE
DISPOSITIVE
POWER 0 |
|
|
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
5 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5 |
|
|
|
10 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN UNITS (SEE
INSTRUCTIONS) |
|
¨ |
|
|
|
11 |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
0% |
|
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
HC,
OO |
CUSIP No.
17143G205
|
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 |
|
United States of
America
|
|
|
NUMBER
OF
UNITS
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING
POWER 0 |
|
|
|
6 |
SHARED
VOTING POWER |
|
5 |
|
|
|
|
7 |
SOLE
DISPOSITIVE
POWER 0 |
|
|
|
|
|
|
8 |
SHARED
DISPOSITIVE POWER |
|
5 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5 |
|
|
|
10 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN UNITS (SEE
INSTRUCTIONS) |
|
¨ |
|
|
|
11 |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
0% |
|
|
|
12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
HC,
IN |
SCHEDULE 13G
|
Item 1(a) |
Name of Issuer. |
Churchill Capital Corp. II (the “Issuer”)
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices. |
640 Fifth Avenue, 12th Floor
New York, NY 10019
|
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 Units (as defined herein) held for
Magnetar Constellation Master Fund, Ltd (“Constellation Master
Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”),
Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar
SC Fund Ltd (“SC Fund”), and Magnetar Structured Credit Fund, LP
(“Structured Credit Fund”), all Cayman Islands exempted companies
except for Structured Credit Fund which is a Delaware limited
partnership , 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 Units 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. |
Units
17143G205
(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 5
Units. The amount consists of (A) 1 Unit held for the account of
Constellation Master Fund; (B) 2 Units held for the account of Xing
He Master Fund; (C) 1 Unit held for the account of Constellation
Fund; and (D) 1 Unit held for the account of SC Fund. The Units
held by the Magnetar Funds represent approximately 0% of the total
number of Units outstanding (calculated pursuant to Rule
13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
|
Item 4(b) |
Percent of Class: |
(i) As of December 31, 2020, each of Reporting Persons were deemed
to be the beneficial owner constituting approximately 0% of the
total number of units outstanding (based upon the information
provided by the Issuer in its Form 10-Q filed with the SEC on
November 6, 2020, there were approximately 69,000,000 Units
outstanding as of September 30, 2020).
|
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 : |
5 |
|
(iii) |
Sole power to dispose
or to direct the disposition of: |
0 |
|
(iv) |
Shared power to dispose
or to direct the disposition of: |
5 |
|
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.
|
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 |
| |
|
|
