UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
COWEN INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
223622606
(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)
October 24, 2022
(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).
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CUSIP No. 902925106
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SCHEDULE 13D | Page 2 of 12 |
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1
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NAMES OF REPORTING PERSONS
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Magnetar Financial LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,655,454
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,655,454
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,655,454
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.91%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 3 of 12 |
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1
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NAMES OF REPORTING PERSONS
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Magnetar Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,655,454
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,655,454
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,655,454
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.91%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 4 of 12 |
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1
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NAMES OF REPORTING PERSONS
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Supernova Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,655,454
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,655,454
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,655,454
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.91%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 5 of 12 |
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1
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NAMES OF REPORTING PERSONS
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David J. Snyderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,655,454
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,655,454
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,655,454
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.91%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; IN
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SCHEDULE 13D
This Amendment No. 1 (the “Amendment No. 1”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by 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
Alec N. Litowitz (“Mr. Litowitz”) with the SEC on August 12, 2022, (as amended by this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 is being filed to remove Mr. Litowitz as a Reporting Person and replace him with David
J. Snyderman who, effective October 24, 2022, replaced Mr. Litowitz as the Chief Executive Officer of Magnetar Financial and the Manager of Supernova Management.
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in
the Schedule 13D.
| ITEM 2. |
IDENTITY AND BACKGROUND
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Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(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”), and (ii) Magnetar Systematic
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company (“Systematic 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
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate amount of funds used by the Reporting Persons in purchasing the 1,655,454 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 $63,519,319.60 (excluding
commissions and other execution-related costs).
| ITEM 4. |
PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
During the 60 days preceding the date of the filing of this Statement, the Reporting Persons purchased 24,829 Shares on November 1, 2022 reported herein which consists of 13,500 Shares purchased for the benefit of PRA
Master Fund and 11,329 Shares purchased for the benefit of the Systematic Master Fund.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5(a)-(c) of the Schedule 13D is hereby amended to add the following information for updating:
The Company reported in their Form 10Q filed on October 28, 2022, that 28,014,299 Shares outstanding as of October 27, 2022.
(a) As of the close of business November 1, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,655,454 Shares, which consisted of (i) 1,393,324
Shares held for the benefit of PRA Master Fund and (ii) 262,130 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.91% of the Shares.
(b) As of the close of business November 1, 2022, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 1,655,454 Shares, which
consisted of (i) 1,393,324 Shares held for the benefit of PRA Master Fund and (ii) 262,130 Shares held for the benefit of Systematic Master Fund and all such Shares represented beneficial ownership of approximately 5.91% of the Shares.
(c) Except as set forth on Schedule B attached hereto, 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 B 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 B were effected in open market transactions on the NASDAQ and various other trading markets.
| ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended to add the following information for updating:
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.
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
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| Exhibit No. |
Description
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| 99.2 |
Joint Filing Agreement, dated as of November 2, 2022 among the Reporting Persons.
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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.
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Dated: November 2, 2022
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MAGNETAR FINANCIAL LLC
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By:
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Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ David J. Snyderman
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Name:
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David J. Snyderman
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ David J. Snyderman
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Name:
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David J. Snyderman
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ David J. Snyderman
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Name:
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David J. Snyderman
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Title:
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Manager
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/s/ David J. Snyderman
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David J. Snyderman
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SCHEDULE B
Funds
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Date
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Number of Shares Bought
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Price Per Share($) (1)(2)
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11/01/2022
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24,829
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38.62736 (3)
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| (1) |
Excludes commissions and other execution-related costs.
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| (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.
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| (3) |
Reflects a weighted average purchase price of $38.62736 per share, at prices ranging from $38.62 to $38.65 per share.
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EXHIBIT INDEX
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Exhibit No.
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Description
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Joint Filing Agreement, dated as of November 2, 2022, among the Reporting Persons.
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