UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Quotient Technology Inc.
(Name of Issuer)
Common Stock Class A, par value $.00001
(Title of Class of Securities)
749119103
(CUSIP Number of Class of Securities)
David J. Snyderman
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 10,
2023
(Date of Event which Requires Filing of this Statement)
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. 749119103 |
SCHEDULE
13D |
Page 2
of 11 |
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 |
7. |
SOLE VOTING POWER |
SHARES |
|
0 |
BENEFICIALLY |
8. |
SHARED VOTING POWER |
OWNED BY |
|
5,318,060 |
EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
PERSON |
|
0 |
WITH |
10. |
SHARED DISPOSITIVE POWER |
|
|
5,318,060 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5,318,060 |
12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
|
|
5.38% |
14. |
TYPE OF REPORTING
PERSON |
|
|
IA;
OO |
CUSIP No. 749119103 |
SCHEDULE
13D |
Page 3
of 11 |
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 |
7. |
SOLE VOTING POWER |
SHARES |
|
0 |
BENEFICIALLY |
8. |
SHARED VOTING POWER |
OWNED BY |
|
5,318,060 |
EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
PERSON |
|
0 |
WITH |
10. |
SHARED DISPOSITIVE POWER |
|
|
5,318,060 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5,318,060 |
12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
|
|
5.38% |
14. |
TYPE OF REPORTING
PERSON |
|
|
HC;
OO |
CUSIP No. 749119103 |
SCHEDULE
13D |
Page 4
of 11 |
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 |
7. |
SOLE VOTING POWER |
SHARES |
|
0 |
BENEFICIALLY |
8. |
SHARED VOTING POWER |
OWNED BY |
|
5,318,060 |
EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
PERSON |
|
0 |
WITH |
10. |
SHARED DISPOSITIVE POWER |
|
|
5,318,060 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5,318,060 |
12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
|
|
5.38% |
14. |
TYPE OF REPORTING
PERSON |
|
|
HC;
OO |
CUSIP No. 749119103 |
SCHEDULE
13D |
Page 5
of 11 |
1. |
NAME OF REPORTING
PERSON: |
|
|
|
David J. Snyderman |
|
|
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 |
7. |
SOLE VOTING POWER |
SHARES |
|
0 |
BENEFICIALLY |
8. |
SHARED VOTING POWER |
OWNED BY |
|
5,318,060 |
EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
PERSON |
|
0 |
WITH |
10. |
SHARED DISPOSITIVE POWER |
|
|
5,318,060 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
5,318,060 |
12. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
|
13. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) |
|
|
5.38% |
14. |
TYPE OF REPORTING
PERSON |
|
|
HC;
IN |
SCHEDULE
13D
| item 1. | security and issuer |
This
Schedule 13D (this “Statement”) relates to the Class A common stock, $0.00001 par value (the “Shares”),
of Quotient Technology Inc., a company incorporated in Delaware (the “Company”). The principal executive offices of
the Company is 1260 East Stringham Avenue, Suite 600, Salt Lake City, UT 84106.
| Item 2. | identity and background |
(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 David J. Snyderman (“Mr. Snyderman”)
(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 Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”),
and (iii) Magnetar Relative Value Master Fund Ltd, a Cayman Islands exempted company, (“Relative Value 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. Snyderman.
(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. Snyderman 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. Snyderman is a citizen of the United States of America.
| Item 3. | source and amount of funds or other consideration |
The aggregate amount of funds
used by the Reporting Persons in purchasing the 5,318,060 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 $20,518,497.61 (excluding
commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired
the 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.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their
Form 8-K filed on June 20, 2023 that 98,666,903 Class A Shares were outstanding as of June 15, 2023.
(a) As
of the close of business July 19, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,318,060
Shares, which consisted of (i) 4,424,274 Shares held for the benefit of PRA Master Fund, (ii) 813,976 Shares held for the benefit
of Systematic Master Fund, and (iii) 79,810 Shares held by Relative Value Master Fund, and all such Shares represented beneficial
ownership of approximately 5.38% of the Shares.
(b) As
of the close of business July 19, 2023, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 5,318,060 Shares, which consisted of (i) 4,424,274 Shares held for the benefit of PRA Master Fund, (ii) 813,976
Shares held for the benefit of Systematic Master Fund, and (iii) 79,810 Shares held by Relative Value Master Fund, and all such Shares
represented beneficial ownership of approximately 5.38% 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 NYSE and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on June 20,
2023:
On
June 20, 2023, Quotient Technology Inc. (“Quotient” or the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with CB Neptune Holdings, LLC (“Parent”) and NRS Merger
Sub Inc. (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger
Agreement, Merger Sub will merge with and into Quotient (the “Merger”), with Quotient continuing as the surviving corporation
of the Merger and a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are affiliates
of Charlesbank Capital Partners LLC (“Charlesbank”).
(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.
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.
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 July 20, 2023
|
magnetar
financial llc |
|
|
|
By:
Magnetar Capital Partners LP, its Sole Member |
|
By:
Supernova Management LLC, its General Partner |
|
|
|
By: |
/s/
Hayley Stein |
|
Name: |
Hayley
Stein |
|
Title: |
Attorney-in-fact
for David J. Snyderman, Manager of Supernova Management LLC |
|
|
|
magnetar
capital partners LP |
|
|
|
By:
Supernova Management LLC, its General Partner |
|
|
|
By: |
/s/
Hayley Stein |
|
Name: |
Hayley
Stein |
|
Title: |
Attorney-in-fact
for David J. Snyderman, Manager of Supernova Management LLC |
|
|
|
supernova
management llc |
|
|
|
By: |
/s/
Hayley Stein |
|
Name: |
Hayley
Stein |
|
Title: |
Attorney-in-fact
for David J. Snyderman, Manager |
|
|
|
DAVID
J. SNYDERMAN |
|
|
|
By: |
/s/
Hayley Stein |
|
Name: |
Hayley
Stein |
|
Title: |
Attorney-in-fact
for David J. Snyderman |
SCHEDULE A
Funds
Date |
Number of Shares Bought |
Price Per Share($) (1)(2) |
6/20/2023 |
1,197,228 |
3.89911 (3) |
6/21/2023 |
234,655 |
3.89940 (4) |
6/23/2023 |
570,000 |
3.89284(5) |
6/26/2023 |
125,000 |
3.88368(6) |
6/27/2023 |
290,000 |
3.87461(7) |
6/28/2023 |
440,000 |
3.87185(8) |
6/29/2023 |
450,000 |
3.86458(9) |
6/30/2023 |
210,000 |
3.84711(10) |
7/3/2023 |
126,000 |
3.82767(11) |
7/5/2023 |
390,000 |
3.81738(12) |
7/6/2023 |
409,014 |
3.81292(13) |
7/7/2023 |
361,300 |
3.80952(14) |
7/10/2023 |
180,000 |
3.78335(15) |
7/11/2023 |
280,000 |
3.78438(16) |
7/12/2023 |
54,863 |
3.81250(17) |
(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 $3.89911
per share, at prices ranging from $3.88 to $3.9 per share.
(4) Reflects a weighted average purchase price of $3.89940
per share, at prices ranging from $3.895 to $3.9 per share.
(5) Reflects a weighted average purchase price
of $3.89284 per share, at prices ranging from $3.85 to $3.91 per share.
(6) Reflects a weighted average purchase price of $3.88368 per
share, at prices ranging from $3.87 to $3.9 per share.
(7) Reflects a weighted average purchase
price of $3.87461 per share, at prices ranging from $3.86 to $3.9 per share.
(8) Reflects a weighted average purchase price of $3.87185
per share, at prices ranging from $3.86 to $3.9 per share.
(9) Reflects a weighted average purchase price of $3.86458 per
share, at prices ranging from $3.855 to $3.88 per share.
(10) Reflects a weighted average purchase price of $3.84711 per
share, at prices ranging from $3.83 to $3.87 per share.
(11) Reflects a weighted average purchase price of $3.82767 per share,
at prices ranging from $3.815 to $3.84 per share.
(12) Reflects a weighted average purchase price of $3.81738 per share,
at prices ranging from $3.795 to $3.84 per share.
(13) Reflects a weighted average purchase price of $3.81292 per share,
at prices ranging from $3.77 to $3.84 per share.
(14) Reflects a weighted average purchase price of $3.80952 per share,
at prices ranging from $ 3.775 to $3.835 per share.
(15) Reflects a weighted average purchase price of $3.78335 per share,
at prices ranging from $3.775 to $3.795 per share.
(16) Reflects a weighted average purchase price of $3.78438 per share,
at prices ranging from $3.775 to $3.8 per share.
(17) Reflects a weighted average purchase price of $3.81250 per share,
at prices ranging from $3.78 to $3.845 per share.
EXHIBIT INDEX
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13D with respect to the Shares of Quotient Technology Inc. dated as of July 20, 2023 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the previsions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:
July 20, 2023 |
magnetar financial llc |
|
|
|
By: Magnetar Capital Partners LP, its Sole Member |
|
|
|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
|
Date:
July 20, 2023 |
magnetar capital partners LP |
|
|
|
By: Supernova Management LLC, its General Partner |
|
|
|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
|
Date:
July 20, 2023 |
supernova management llc |
|
|
|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
|
Date:
July 20, 2023 |
DAVID J. SNYDERMAN |
|
|
|
By: |
/s/ Hayley Stein |
|
|
Name: |
Hayley Stein |
|
|
Title: |
Attorney-in-fact for David J. Snyderman |
EXHIBIT 99.2
LIMITED POWER OF ATTORNEY
Know all by these
present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter
and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful
attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager
or in other capacities of Supernova Management LLC, a Delaware limited liability company, and each of its affiliates
or entities advised or controlled by me or Supernova Management LLC, all documents, certificates, instruments, statements,
filings and agreements (“documents”) to be filed with or delivered to the United States Securities and Exchange
Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Act”), and the
rules and regulations promulgated thereunder, including, without limitation, all documents relating to the beneficial ownership
of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act,
including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto,
(b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5.
All past acts of the attorney-in-fact
in furtherance of the foregoing are hereby ratified and confirmed.
This
Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined
herein as of a later date.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
22 day of December, 2022.
|
/s/
David J. Snyderman |
|
David
J. Snyderman |
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