Magnetar Financial Llc sold $2,118 worth of shares (201 units at $10.54) (SEC Form 4)
$CVII
Blank Checks
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp VII [ CVII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/16/2024 | S | 52 | D | $10.53 | 4,370,519 | I | See Footnotes(1)(2)(3)(4) | ||
| Class A Common Stock | 01/16/2024 | S | 8 | D | $10.53 | 668,310 | I | See Footnotes(1)(2)(3)(5) | ||
| Class A Common Stock | 01/16/2024 | S | 21 | D | $10.53 | 1,750,327 | I | See Footnotes(1)(2)(3)(6) | ||
| Class A Common Stock | 01/16/2024 | S | 19 | D | $10.53 | 1,516,950 | I | See Footnotes(1)(2)(3)(7) | ||
| Class A Common Stock | 01/17/2024 | S | 52 | D | $10.54 | 4,370,467 | I | See Footnotes(1)(2)(3)(4) | ||
| Class A Common Stock | 01/17/2024 | S | 9 | D | $10.5411(8) | 668,301 | I | See Footnotes(1)(2)(3)(5) | ||
| Class A Common Stock | 01/17/2024 | S | 21 | D | $10.54 | 1,750,306 | I | See Footnotes(1)(2)(3)(6) | ||
| Class A Common Stock | 01/17/2024 | S | 19 | D | $10.54 | 1,516,931 | I | See Footnotes(1)(2)(3)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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. Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company, Magnetar Lake Credit Fund LLC, a Delaware limited liability company, Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company (collectively, the "Magnetar Funds"). |
| 2. Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, 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. |
| 3. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of the Issuer's Class A Common Stock. |
| 4. These securities are held directly by Magnetar Constellation Master Fund, Ltd. |
| 5. These securities are held directly by Magnetar Lake Credit Fund LLC. |
| 6. These securities are held directly by Magnetar Structured Credit Fund, LP. |
| 7. These securities are held directly by Magnetar Xing He Master Fund Ltd. |
| 8. This transaction was executed in multiple trades at prices ranging from $10.54 to $10.55, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares of Class A Common Stock sold at each separate price within the range set forth in footnote (8) of this Form 4. |
| Remarks: |
| A joint filing agreement was filed as Exhibit 99.1 to the Form 3 jointly filed with the SEC by the Reporting Persons on May 26, 2023 and is incorporated by reference herein. |
| /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 | 01/18/2024 | |
| /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 | 01/18/2024 | |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC | 01/18/2024 | |
| /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman | 01/18/2024 | |
| ** 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 4 (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. | ||