UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
180 Connect Inc.
 
(Name of Issuer)
Common Stock, par value $0.0001 per share
 
(Title of Class of Securities)
682343108
 
(CUSIP Number of Class of Securities)

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)

April 23, 2008

 
(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. o
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).

 


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D Page 3 of 9

 

           
1   NAME OF REPORTING PERSON:

Magnetar Capital Partners LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    o  
  (b)    þ  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,010,688
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,010,688
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,010,688
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.2% 1
     
14   TYPE OF REPORTING PERSON
   
  HC; OO
1 Based on 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D Page 4 of 9

 

           
1   NAME OF REPORTING PERSON:

Supernova Management LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    o  
  (b)    þ  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,010,688
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,010,688
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,010,688
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.2% 2
     
14   TYPE OF REPORTING PERSON
   
  HC; OO
2 Based on 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.


 

                     
CUSIP No.
 
682343108 
SCHEDULE 13D Page 5 of 9

 

           
1   NAME OF REPORTING PERSON:

Alec N. Litowitz
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)    o  
  (b)    þ  
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,010,688
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    1,010,688
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,010,688
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  4.2% 3
     
14   TYPE OF REPORTING PERSON
   
  HC; IN
3 Based on 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008 plus 266,393 Shares issuable upon exercise of a warrant held by Magnetar Capital Master Fund, Ltd.


 

SCHEDULE 13D
     This Amendment No. 4 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 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 Securities and Exchange Commission (the “ Commission ”) on September 5, 2007, as amended by Amendment No. 1 thereto as filed with the Commission on November 16, 2007, as further amended by Amendment No. 2 thereto as filed with the Commission on March 10, 2008, and as further amended by Amendment No. 3 thereto as filed with the Commission on April 22, 2008 (collectively, the “ Schedule 13D ”). Magnetar Capital Partners, Supernova Management and Mr. Litowitz are collectively referred to herein as the “ Reporting Persons .”
     As reported in Amendment No. 1, Magnetar Financial previously ceased to be a Reporting Person. As reported in Amendment No. 3, Magnetar Investment Management previously ceased to be a Reporting Person.
     All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended to add the following information:
     (a) (i) Magnetar Financial may be deemed to beneficially own 266,393 Shares issuable upon exercise of the Warrant held for the account of Magnetar Capital Master Fund, and all such Shares represent beneficial ownership of approximately 1.1% of the Shares, based on (i) 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008 plus (ii) 266,393 Shares issuable upon exercise of the Warrant.
          (ii) Magnetar Investment Management may be deemed to beneficially own 744,295 Shares. This amount consists of: (A) 681,686 Shares held for the account of the Managed Accounts, (B) 2,551 Shares held for the account of SGR Fund 1 and (C) 60,058 Shares held for the account of SGR Fund 2, and all such Shares in the aggregate represent beneficial ownership of approximately 3.1% of the Shares, based on 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008.
          (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 1,010,688 Shares. This amount consists of: (A) 266,393 Shares issuable upon exercise of the Warrant held for the account of Magnetar Capital Master Fund, (B) 681,686 Shares held for the account of the Managed Accounts, (C) 2,551 Shares held for the account of SGR Fund 1 and (D) 60,058 Shares held for the account of SGR Fund 2, and all such Shares in the aggregate represent beneficial ownership of approximately 4.2% of the Shares, based on (i) 23,708,792 Shares issued and outstanding as of April 18, 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 Commission on April 21, 2008 plus (ii) 266,393 Shares issuable upon exercise of the Warrant.

 


 

     (b) (i) Magnetar Financial may be deemed to share the power to vote and direct the disposition of the 266,393 Shares issuable upon exercise of the Warrant held for the account of Magnetar Capital Master Fund.
          (ii) Magnetar Investment Management may be deemed to share the power to vote and direct the disposition of the (A) 681,686 Shares held for the account of the Managed Accounts, (B) 2,551 Shares held for the account of SGR Fund 1 and (C) 60,058 Shares held for the account of SGR Fund 2.
          (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 1,010,688 Shares.
     (c) Schedule A annexed hereto lists all transactions in the Company’s securities since the filing of Amendment No. 3 to the Schedule 13D.
     (e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on April 23, 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: April 25, 2008
         
  MAGNETAR CAPITAL PARTNERS LP
 
 
  By:   /s/ Alec N. Litowitz   
    Name:   Alec N. Litowitz   
    Title:   Manager of Supernova Management
LLC, the General Partner of
Magnetar Capital Partners LP 
 
 
         
  SUPERNOVA MANAGEMENT LLC
 
 
  By:   /s/ Alec N. Litowitz   
    Name:   Alec N. Litowitz   
    Title:   Manager   
 
     /s/ Alec N. Litowitz    
 
 
 
Alec N. Litowitz
   

 


 

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. 3 to the Schedule 13D.
Purchase (Sale) of Shares effected by Magnetar Investment Management for the accounts of SGR Fund 1, SGR Fund 2 and the Managed Accounts
                         
    Number of Shares           Aggregate
Date   Purchased (Sold)   Price Per Share($)   Price($) (1)
 
04/23/2008
    (200,000 )   $ 1.75     $ 350,000  
04/23/2008
    (90,000 )   $ 1.7475     $ 157,275  
 
(1)   Excludes commissions and other execution-related costs.

 

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