SCHEDULE 13D
This Amendment No. 1 (the “Amendment”) 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”) (collectively, the “Reporting Persons”) with the SEC on May 18, 2017, (as amended by this Amendment, the “Schedule 13D”).
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended to add the following information for updating:
The aggregate amount of funds used by the Reporting Persons in purchasing the 100,000 Shares reported herein on behalf of the Funds and Managed Accounts have come directly from the assets of the Funds and Managed Accounts controlled by such Reporting Persons and their affiliates, 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 reported herein on behalf of the Funds and Managed Accounts was $1,844,000 (excluding commissions and other execution-related costs).
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
Since the filing of the 13D with the SEC on May 18, 2017, the Reporting Persons acquired the additional 100,000 Shares on May 26, 2017 reported herein on behalf of (i) 44,235 Shares purchased by Magnetar Capital Master Fund, (ii) 19,274 Shares purchased by Spectrum Master Fund, (iii) 15,394 Shares purchased by Magnetar Fundamental Master Fund; and (iv) 21,097 Shares purchased for the benefit of the Managed Accounts.
Since the filing of the 13D with the SEC on May 18, 2017, the Reporting Persons sold 800,000 Shares on June 23, 2017 on reported herein on behalf of which consists of (i) 321,785 Shares sold for the benefit of Magnetar Capital Master Fund, (ii) 140,444 Shares sold for the benefit of Spectrum Master Fund, (iii) 112,064 Shares sold for the benefit of Magnetar Fundamental Master Fund, (iv) 72,310 Shares sold for the benefit of Constellation Fund; and (iv) 153,397 Shares sold for the benefit of the Managed Accounts.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
(a)
As of the close of business on June 23, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,362,202, which consists of (i) 5,982,393 shares held for the benefit of PRA Master Fund and (ii) 379,809 Shares held for the benefit of MSW Master Fund, and all such Shares represented 4.95% of the Shares.
(b)
As of the close of business on June 23, 2017, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 6,362,202 Shares, which consists of (i) 5,982,393 shares held for the benefit of PRA Master Fund and (ii) 379,809 Shares held for the benefit of MSW Master Fund, and all such Shares represented beneficial ownership of approximately 4.95% of the Shares.
(c)
Except as set for the on
Schedule A
attached hereto, the Reporting Persons had no transactions since the filing of the Schedule 13D on May 18, 2017 through the close of business on June 23, 2017. All of the transactions set forth on
Schedule A
attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on
Schedule A
were effected in open market transactions on the New York Stock Exchange and various other trading markets.
(d)
Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on June 23, 2017.
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SCHEDULE A
The Funds and Managed Accounts
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Date
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Number of Shares Bought
(Sold)
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Price Per Share($)(*)(**)
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5/26/2017
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100,000
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$
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18.44
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6/23/2017
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(800,000
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)
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$
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18.4629
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(1)
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(*)Excludes commissions and other execution-related costs.
(**) 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.
(1)
Reflects a weighted average purchase price of $18.4629 per share, at prices ranging from $18.46 to $18.48 per share.
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