Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No.
1
)*
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MSC
Industrial Direct Co., Inc.
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(Name of Issuer)
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Class A common stock, par value $0.001 per share
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(Title of Class of Securities)
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December 31, 2018
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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).
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CUSIP No.
553530106
|
13G/A
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Page
2
of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ashler Capital LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(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
Delaware
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
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SHARED VOTING POWER
660,691 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
1
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12.
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TYPE OF REPORTING PERSON
IA; OO
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|
|
1
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The percentages reported in this Schedule 13G/A are based upon 45,146,984 Class A common shares outstanding as of December
18, 2018 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on January 9, 2019).
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CUSIP No.
553530106
|
13G/A
|
Page
3
of
10 Pages
|
|
1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|
3.
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SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
668,549 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
|
12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No.
553530106
|
13G/A
|
Page 4 of
10 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|
3.
|
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
668,549 shares
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
|
12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No.
553530106
|
13G/A
|
Page
5
of
10 Pages
|
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
|
3.
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SEC USE ONLY
|
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
|
6.
|
SHARED VOTING POWER
674,865 shares
|
|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
|
|
12.
|
TYPE OF REPORTING PERSON
IN; HC
|
|
CUSIP No.
553530106
|
13G/A
|
Page
6
of
10 Pages
|
MSC Industrial Direct Co., Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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75
Maxess Road, Melville, New York 11747
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Item 2(a)
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Name of Person Filing
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This
Schedule 13G/A is being jointly filed by Ashler Capital LLC (“AC”), Citadel Advisors Holdings LP (“CAH”),
Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with AC, CAH and CGP, the “Reporting Persons”)
with respect to Class A common stock (and options to purchase such stock) of the above-named issuer owned by Ashler Capital Master
Fund Ltd., a Cayman Islands limited company (“ACM”), Citadel Quantitative Strategies Master Fund Ltd., a Cayman Islands
limited company (“CQ”), and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
AC is the portfolio manager for ACM.
Citadel Advisors II LLC, a Delaware limited liability company (“CA2”), is the portfolio manager for CQ. CAH is the
sole member of AC and CA2. CGP is the general partner of CAH. CALC III LP, a Delaware limited partnership (“CALC3”),
is the non-member manager of Citadel Securities. Citadel Securities GP LLC, a Delaware limited liability company (“CSGP”),
is the general partner of CALC3. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest
in CGP and CSGP.
The filing of this statement shall
not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement
other than the securities actually owned by such person (if any).
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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 the Reporting Persons is 131 S. Dearborn
Street, 32nd Floor, Chicago, Illinois 60603.
Each
of AC and CGP is organized as a limited liability company under the laws of the State of Delaware. CAH is organized as a limited
partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Class A common stock, $0.001 par value
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Item 2(e)
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CUSIP Number
553530106
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CUSIP No.
553530106
|
13G/A
|
Page
7
of
10 Pages
|
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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¨
Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨
Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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CUSIP No.
553530106
|
13G/A
|
Page
8
of
10 Pages
|
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(a)
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AC may be deemed to beneficially own 660,691 shares of
Class A common stock.
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(b)
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The number of shares that AC may be deemed to beneficially
own constitutes approximately 1.5% of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
|
|
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(ii)
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shared power to vote or to direct the vote: 660,691
|
|
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(iii)
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sole power to dispose or to direct the disposition of:
0
|
|
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(iv)
|
shared power to dispose or to direct the disposition of:
660,691
|
|
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B.
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Citadel Advisors Holdings LP and Citadel GP LLC
|
|
|
(a)
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Each of CAH and CGP may be deemed to beneficially own 668,549
shares of Class A common stock.
|
|
|
(b)
|
The number of shares that each of CAH and CGP may be deemed
to beneficially own constitutes approximately 1.5% of the Class A common stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 668,549
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
|
|
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(iv)
|
shared power to dispose or to direct the disposition of:
668,549
|
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CUSIP No.
553530106
|
13G/A
|
Page
9
of
10 Pages
|
|
|
(a)
|
Mr. Griffin may be deemed to beneficially own 674,865 shares
of Class A common stock.
|
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(b)
|
The number of shares that Mr. Griffin may be deemed to
beneficially own constitutes approximately 1.5% of the Class A common stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 674,865
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
0
|
|
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(iv)
|
shared power to dispose or to direct the disposition of:
674,865
|
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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
.
|
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Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
|
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Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
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See Item 2 above
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Item 8
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Identification and Classification of Members of the Group
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Not Applicable
|
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Item 9
|
Notice of Dissolution of Group
|
Not Applicable
|
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Item 10
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Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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CUSIP No.
553530106
|
13G/A
|
Page
10
of
10 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14
th
day of February, 2019.
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Ashler Capital
LLC
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CITADEL ADVISORS HOLDINGS LP
|
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By:
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/s/ David Glockner
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By:
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/s/ David Glockner
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David Glockner, Authorized Signatory
|
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David Glockner, Authorized Signatory
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CITADEL GP LLC
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KENNETH GRIFFIN
|
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By:
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/s/ David Glockner
|
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By:
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/s/ David Glockner
|
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David Glockner, Authorized Signatory
|
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David Glockner, attorney-in-fact
*
|
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*
|
David Glockner is signing on behalf of Kenneth Griffin
as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated
by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for
Roku, Inc. on January 17, 2018.
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