Amendment: SEC Form 3 filed by new insider Magnetar Financial Llc
$CRWV
Computer Software: Prepackaged Software
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/27/2025 |
3. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/27/2025 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Right to Sell | 03/29/2027(1) | 03/29/2027(1) | Class A Common Stock | 649,029(2) | $38.95 | I | See Footnotes(3)(4)(5)(6) |
| Right to Sell | 03/29/2027(1) | 03/29/2027(1) | Class A Common Stock | 99,424(2) | $38.95 | I | See Footnotes(3)(4)(5)(7) |
| Right to Sell | 03/29/2027(1) | 03/29/2027(1) | Class A Common Stock | 1,835,407(2) | $38.95 | I | See Footnotes(3)(4)(5)(8) |
| Right to Sell | 03/29/2027(1) | 03/29/2027(1) | Class A Common Stock | 6,502,368(2) | $38.95 | I | See Footnotes(3)(4)(5)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The associated right to sell will terminate if either (i) the Class A common stock (the "Class A Common Stock") associated with this right is sold in the public markets or (ii) the volume-weighted average price of the issuer's Class A Common Stock over a 20 day period over any consecutive 30 trading days following expiration of any contractual lockup arrangements with a certain other investor is at least $68.1625. |
| 2. This Form 3/A is being filed to include securities beneficially owned by the reporting persons as of March 27, 2025, which were inadvertently omitted from the original Form 3. |
| 3. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd., Magnetar Capital Master Fund, Ltd., Longhorn Special Opportunities Fund LP and CW Opportunity 2 LP (collectively, the "Magnetar Funds"). |
| 4. Magnetar Capital Partners LP ("Magnetar Capital Partners") is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management") is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America. |
| 5. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. |
| 6. These securities are held directly by Magnetar Constellation Master Fund, Ltd. |
| 7. These securities are held directly by Magnetar Capital Master Fund, Ltd. |
| 8. These securities are held directly by Longhorn Special Opportunities Fund LP. |
| 9. These securities are held directly by CW Opportunity 2 LP. |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC | 08/22/2025 | |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP | 08/22/2025 | |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC | 08/22/2025 | |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman | 08/22/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||