Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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. 36146G103
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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 (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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1,604,045
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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1,604,045
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,604,045
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.17%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA,
OO
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CUSIP No. 36146G103
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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 (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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1,604,045
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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1,604,045
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
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1,604,045
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10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.17%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC,
PN
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CUSIP No. 36146G103
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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 (SEE INSTRUCTIONS)
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(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
|
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|
SHARES
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6
|
|
SHARED
VOTING POWER
|
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BENEFICIALLY
|
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1,604,045
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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1,604,045
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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1,604,045
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
|
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.17%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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HC,
OO
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CUSIP No. 36146G103
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1
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NAMES
OF REPORTING PERSONS
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ALEC
N. LITOWITZ
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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) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
|
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SHARES
|
6
|
|
SHARED
VOTING POWER
|
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BENEFICIALLY
|
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1,604,045
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OWNED
BY
|
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EACH
|
7
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SOLE
DISPOSITIVE POWER 0
|
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REPORTING
|
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PERSON
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WITH:
|
8
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SHARED
DISPOSITIVE POWER
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1,604,045
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9
|
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
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|
1,604,045
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|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
|
|
¨
|
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11
|
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.17%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC,
IN
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SCHEDULE 13G
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Item 1(a)
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Name
of Issuer.
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G&P Acquisition Corp. (the “Issuer”)
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Item 1(b)
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Address
of Issuer’s Principal Executive Offices.
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650 FIFTH AVENUE, FL 30
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NEW YORK, NY 10019
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Item 2(a)
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Name
of Person Filing.
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This statement is filed on behalf of each of the following person (collectively, the
“Reporting Persons”):
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i)
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Magnetar Financial
LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital
Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova
Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz
(“Mr. Litowitz”).
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This statement relates to the Shares
(as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master
Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”),
Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd ("Discovery Master Fund"),
Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose Fund"),
Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured
Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative
Credit Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively (the “Magnetar Funds”).
Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment
power over the Shares held for the Magnetar Funds’ accounts. 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. Litowitz.
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Item 2(b)
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Address
of Principal Business Office.
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The address of the
principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603
Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place
of Organization.
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i)
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Magnetar Financial
is a Delaware limited liability company;
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ii)
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Magnetar Capital
Partners is a Delaware limited partnership;
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iii)
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Supernova
Management is a Delaware limited liability company; and
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iv)
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Mr. Litowitz
is a citizen of the United States of America.
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Item 2(d)
|
Title
of Class of Securities.
|
Common
Stock
36146G103
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent holding
company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
|
Amount
Beneficially Owned:
|
As
of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,604,045
Shares. The amount consists of (A) 163,850 Shares held for the account of Constellation Fund II; (B) 552,450 Shares held for
the account of Constellation Master Fund; (C) 99,000 Shares held for the account of Systematic Master Fund; (D) 44,235 Shares
held for the account of Master Fund; (E) 10,810 Shares held for the account of Discovery Master Fund; (F) 191,400 Shares held
for the account of Xing He Master Fund; (G) 82,650 Shares held for the account of Purpose Fund; (H) 127,600 Shares held for
the account of SC Fund; (I) 216,050 Shares held for the account of Structured Credit Fund; (J) 88,450 Shares held for the account
of Lake Credit Fund; and (K) 27,550 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent
approximately 9.17% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares
of the Issuer).
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Item 4(b)
|
Percent
of Class:
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(i) As of
December 31, 2021, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 9.17% of the
total number of Shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on
November 15, 2021, there were approximately 17,500,000 Shares outstanding as of November 15, 2021).
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Item4(c)
|
Number
of Shares of which such person has:
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Magnetar Financial,
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
|
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(i)
|
Sole power
to vote or to direct the vote:
|
0
|
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(ii)
|
Shared
power to vote or to direct the vote :
|
1,604,045
|
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(iii)
|
Sole
power to dispose or to direct the disposition of:
|
0
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(iv)
|
Shared
power to dispose or to direct the disposition of:
|
1,604,045
|
|
|
Item 5
|
Ownership
of Five Percent or Less of a Class.
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following ¨.
|
|
Item 6
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
This Item 6 is not
applicable.
|
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Item 7
|
Identification and Classification
of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
|
This Item 7 is not
applicable.
|
|
Item 8
|
Identification and Classification
of Members of the Group.
|
This Item 8 is not
applicable.
|
|
Item 9
|
Notice of Dissolution of Group.
|
This Item 9 is not
applicable.
By
signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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:
January 14, 2022
|
magnetar
financial llc
|
|
|
|
|
By: Magnetar Capital Partners LP,
its Sole Member
|
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|
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By:
|
/s/
Alec N. Litowitz
|
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Name: Alec N. Litowitz
|
|
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Title: Manager of Supernova Management
LLC, the General Partner of Magnetar Capital Partners LP
|
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|
|
Date:
January 14, 2022
|
magnetar
capital partners LP
|
|
|
|
|
By: Supernova Management LLC, its
General Partner
|
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
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Name: Alec N. Litowitz
|
|
|
Title: Manager of Supernova Management
LLC
|
|
|
|
Date:
January 14, 2022
|
supernova
management llc
|
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager
|
|
|
|
Date: January 14,
2022
|
/s/
Alec N. Litowitz
|
|
|
Alec N. Litowitz
|
EXHIBIT INDEX
|
Ex.
|
|
|
A
|
Joint Filing Agreement
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned
hereby agree that the statement on Schedule 13G with respect to the Shares of G&P Acquisition Corp dated as of December 31,
2021 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 Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
|
Date:
January 14, 2022
|
magnetar
financial llc
|
|
|
|
|
By: Magnetar Capital Partners LP,
its Sole Member
|
|
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager of Supernova Management
LLC, the General Partner of Magnetar Capital Partners LP
|
|
|
|
Date:
January 14, 2022
|
magnetar
capital partners LP
|
|
|
|
|
By: Supernova Management LLC, its
General Partner
|
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager of Supernova Management
LLC
|
|
|
|
Date:
January 14, 2022
|
supernova
management llc
|
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
|
Name: Alec N. Litowitz
|
|
|
Title: Manager
|
|
|
|
Date: January 14,
2022
|
/s/
Alec N. Litowitz
|
|
|
Alec N. Litowitz
|