Kintera Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
June 05 2008 - 5:19PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Alec
N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
With
a copy to:
Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig,
LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois
60601
(312) 456-8400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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.
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49720P506
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Page
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2
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of
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9
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1
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NAMES OF REPORTING PERSONS
Magnetar Financial LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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960,000
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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960,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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960,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3%
1
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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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1
Based on 40,120,231 Shares issued and outstanding as of May 23, 2008, as disclosed in the Merger Agreement (as defined below) that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on May 30, 2008 plus 960,000 Shares issuable upon exercise of warrants held for the account of Magnetar Capital Master Fund.
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CUSIP No.
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49720P506
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Page
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3
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of
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9
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1
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NAMES OF REPORTING PERSONS
Magnetar Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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960,000
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
|
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PERSON
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0
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WITH
|
10
|
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SHARED DISPOSITIVE POWER
|
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960,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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960,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3%
2
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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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2
Based on 40,120,231 Shares issued and outstanding as of May 23, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on May 30, 2008 plus 960,000 Shares issuable upon exercise of warrants held for the account of Magnetar Capital Master Fund.
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CUSIP No.
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49720P506
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Page
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4
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of
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9
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1
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NAMES OF REPORTING PERSONS
Supernova Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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960,000
|
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
|
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SHARED DISPOSITIVE POWER
|
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|
|
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960,000
|
|
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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960,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3%
3
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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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3
Based on 40,120,231 Shares issued and outstanding as of May 23, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on May 30, 2008 plus 960,000 Shares issuable upon exercise of warrants held for the account of Magnetar Capital Master Fund.
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CUSIP No.
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49720P506
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Page
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5
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of
|
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9
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|
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1
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NAMES OF REPORTING PERSONS
Alec N. Litowitz
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|
|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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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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7
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SOLE VOTING POWER
|
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|
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NUMBER OF
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0
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|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
960,000
|
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|
|
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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|
WITH
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10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
960,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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960,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3%
4
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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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4
Based on 40,120,231 Shares issued and outstanding as of May 23, 2008, as disclosed in the Merger Agreement that was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on May 30, 2008 plus 960,000 Shares issuable upon exercise of warrants held for the account of Magnetar Capital Master Fund.
SCHEDULE 13D
This Amendment No. 2 relates to the Statement of Beneficial Ownership on Schedule 13D
previously filed jointly by Magnetar Financial LLC, a Delaware limited liability company
(
Magnetar Financial
), Magnetar Investment Management, LLC, a Delaware limited liability
company (
Magnetar Investment Management
), 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 April 28, 2008, as amended by Amendment No. 1 thereto as filed with
the SEC on May 20, 2008 (collectively, the
Statement
). Pursuant to Amendment No. 1,
Magnetar Investment Management ceased to be a Reporting Person. Magnetar Financial, Magnetar
Capital Partners, Supernova Management and Mr. Litowitz are collectively referred to herein as the
Reporting Persons
.
Except as set forth below, all Items of the Statement remain unchanged. All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the
Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended to add the following information for updating as of the
date hereof:
(a) (i) Magnetar Financial may be deemed to beneficially own 960,000 Shares issuable upon
exercise of the Warrants held for the account of Magnetar Capital Master Fund, and all such Shares
represent beneficial ownership of approximately 2.3% of the Shares, based on (i) 40,120,231 Shares
issued and outstanding as of May 23, 2008, as disclosed in that certain Agreement and Plan of
Merger, dated as of May 29, 2008, by and among Blackbaud, Inc., Eucalyptus Acquisition
Corporation
and the Company (the
Merger Agreement
) that was filed as Exhibit 2.1
to the Form 8-K filed by the Company with the SEC on May 30, 2008 plus (ii) 960,000 Shares issuable
upon exercise of the Warrants.
(ii) Magnetar Investment Management no longer beneficially owns any Shares.
(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova
Management and Mr. Litowitz may be deemed to beneficially own 960,000 Shares issuable upon exercise
of the Warrants held for the account of Magnetar Capital Master Fund, and all such Shares represent
beneficial ownership of approximately 2.3% of the Shares, based on (i) 40,120,231 Shares issued and
outstanding as of May 23, 2008, as disclosed in the Merger Agreement plus (ii) 960,000 Shares
issuable upon exercise of the Warrants.
(b) (i) Magnetar Financial may be deemed to share the power to vote and direct the disposition
of the 960,000 Shares issuable upon exercise of the Warrants held for the account of Magnetar
Capital Master Fund.
(ii) Magnetar Investment Management no longer beneficially owns any Shares. As a result
thereof, the power of Magnetar Investment Management to vote and direct the disposition of Shares
is no longer applicable.
(iii) As a result of (i) and (ii) above, each of Magnetar Capital Partners, Supernova
Management and Mr. Litowitz may be deemed to share the power to vote and direct the disposition of
the 960,000 Shares issuable upon exercise of the Warrants held for the account of Magnetar Capital
Master Fund.
(c) Schedule A annexed hereto lists all transactions in the Companys securities since the
filing of Amendment No. 1 to the Statement.
(e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the
Shares on May 30, 2008.
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.
Dated: June 5, 2008
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MAGNETAR FINANCIAL LLC
By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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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/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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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/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
This schedule sets forth information with respect to each purchase and sale of Shares which
was effectuated on behalf of the Reporting Persons since the filing of Amendment No. 1 to the
Statement.
Purchase (Sale) of Shares effected by Magnetar Investment Management for the account of the Managed
Accounts
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Number of Shares
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Aggregate
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Date
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Purchased (Sold)
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Price Per Share($)
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Price($)
(1)
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05/30/2008
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(465,486
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)
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$
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1.0939
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$
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509,195.13
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05/30/2008
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(1,377,842
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)
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$
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1.10
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$
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1,515,626.20
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05/30/2008
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(8,964
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)
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$
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1.08
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$
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9,681.12
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(1) Excludes commissions and other execution-related costs.
Purchase (Sale) of Shares effected by Magnetar Financial for the account of Magnetar Capital Master
Fund
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Number of Shares
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Aggregate
|
Date
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Purchased (Sold)
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Price Per Share($)
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Price($)
(1)
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05/30/2008
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(34,514
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)
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$
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1.0939
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$
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37,754.86
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05/30/2008
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(802,158
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)
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$
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1.10
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$
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882,373.80
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05/30/2008
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(1,282,361
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)
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$
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1.09
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$
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1,397,773.49
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05/30/2008
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(665
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)
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$
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1.08
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$
|
718.20
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(1) Excludes commissions and other execution-related costs.
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