0001104659-23-068369.txt : 20230606 0001104659-23-068369.hdr.sgml : 20230606 20230606090922 ACCESSION NUMBER: 0001104659-23-068369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230606 DATE AS OF CHANGE: 20230606 GROUP MEMBERS: DAVID J. SNYDERMAN GROUP MEMBERS: MAGNETAR CAPITAL PARTNERS LP GROUP MEMBERS: SUPERNOVA MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTIVE GLOBAL INC. CENTRAL INDEX KEY: 0001739936 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 800765058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90811 FILM NUMBER: 23995034 BUSINESS ADDRESS: STREET 1: ONE CURIOSITY WAY CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-543-8400 MAIL ADDRESS: STREET 1: ONE CURIOSITY WAY CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: SVMK Inc. DATE OF NAME CHANGE: 20180508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 IRS NUMBER: 043818748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 tm2317892d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Momentive Global Inc.

(Name of Issuer)

 

Common Stock, par value $.00001

(Title of Class of Securities)

 

60878Y108

(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)

 

May 31, 2023

(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).

 

 

 

 

 

 

CUSIP No. 60878Y108 SCHEDULE 13D Page 2 of 12

 

1. NAME OF REPORTING PERSON:
   
  Magnetar Financial LLC
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
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) ¨
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
 

NUMBER OF 7. SOLE VOTING POWER
SHARES   0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY   0
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON   0
WITH 10. SHARED DISPOSITIVE POWER
    0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  0%
14. TYPE OF REPORTING PERSON
 
  IA; OO

 

 

 

 

CUSIP No. 60878Y108 SCHEDULE 13D Page 3 of 12

 

1. NAME OF REPORTING PERSON:
   
  Magnetar Capital Partners LP
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
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) ¨
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
 

NUMBER OF 7. SOLE VOTING POWER
SHARES   0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY   0
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON   0
WITH 10. SHARED DISPOSITIVE POWER
    0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  0%
14. TYPE OF REPORTING PERSON
 
  HC; OO

 

 

 

 

CUSIP No. 60878Y108 SCHEDULE 13D Page 4 of 12

 

1. NAME OF REPORTING PERSON:
   
  Supernova Management LLC
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
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) ¨
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
 

NUMBER OF 7. SOLE VOTING POWER
SHARES   0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY   0
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON   0
WITH 10. SHARED DISPOSITIVE POWER
    0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  0%
14. TYPE OF REPORTING PERSON
 
  HC; OO

 

 

 

 

CUSIP No. 60878Y108 SCHEDULE 13D Page 5 of 12

 

1. NAME OF REPORTING PERSON:
   
  David J. Snyderman
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) ¨
  (b) x
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) ¨
 
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States of America
 

NUMBER OF 7. SOLE VOTING POWER
SHARES   0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY   0
EACH REPORTING 9. SOLE DISPOSITIVE POWER
PERSON   0
WITH 10. SHARED DISPOSITIVE POWER
    0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
 
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
  0%
14. TYPE OF REPORTING PERSON
 
  HC; IN

 

 

 

 

SCHEDULE 13D

 

This Amendment No. 1 (“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 David J. Snyderman (“Mr. Snyderman”) with the SEC on April 6, 2023, (as amended by this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

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 4.PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D is hereby amended to add the following information for updating:

 

Since the filing of the Schedule 13D on April 6, 2023, the Reporting Persons sold 267,400 shares between April 6, 2023 and May 31, 2023 reported herein which consists of (i) 208,600 Shares sold for the benefit of PRA Master Fund, and (ii) June58,800 Shares sold for the benefit of Systematic Master Fund.

 

Since the filing of the Schedule 13D on April 6, 2023, on May 31, 2023, the Issuer consummated a merger (the “Merger”) pursuant to which each issued and outstanding Share was automatically converted into the right to receive $9.46 in cash, without interest. In connection with the Merger, the Reporting Persons’ 7,440,361 Shares, which consisted of 1,099,509 Shares converted for the benefit of Systematic Master Fund and 6,340,852 Shares converted for the benefit of PRA Master Fund, were cancelled and converted into the right to receive $9.46 in cash, without interest.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended to add the following information for updating:

 

(a)            As of the closing of the Merger on May 31, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 0 Shares.

 

(b)            As of the closing of the Merger on May 31, 2023, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares.

 

 

 

 

(c)            The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. Except as set forth on Schedule A attached hereto and Item 4, the Funds had no transactions in the Shares since the filing of Schedule 13D on April 6, 2023.

 

(d)            As of May 31, 2023, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.

 

 

 

 

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, 2023

 

  magnetar financial llc
         
  By: Magnetar Capital Partners LP, its Sole Member
  By: Supernova Management LLC, its General Partner
   
  By: /s/ Hayley A. Stein
  Name: Hayley A. Stein
  Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
   
  magnetar capital partners LP
   
  By: Supernova Management LLC, its General Partner
   
  By: /s/ Hayley A. Stein
  Name: Hayley A. Stein
  Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
   
  supernova management llc
   
  By: /s/ Hayley A. Stein
  Name: Hayley A. Stein
  Title: Attorney-in-fact for David J. Snyderman, Manager
   
  DAVID J. SNYDERMAN
   
  By: /s/ Hayley A. Stein
  Name: Hayley A. Stein
  Title: Attorney-in-fact for David J. Snyderman

 

 

 

 

SCHEDULE A

Funds

 

Date Number of Shares Sold Price Per Share($) (1)(2)
5/31/2023 267,400 9.45085 (3)

 

(1) Excludes commissions and other execution-related costs.

 

(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.

 

(3) Reflects a weighted average purchase price of $9.45085 per share, at prices ranging from $9.45 to $9.46 per share.

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Joint Filing Agreement, dated as of June 5, 2023, among the Reporting Persons.
99.2   Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on February 3, 2023.

 

 

EX-99.1 2 tm2317892d1_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13D with respect to the Shares of Momentive Global Inc. dated as of June 5, 2023 is signed by each of the undersigned and shall be filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Date: June 5, 2023 magnetar financial llc
     
    By: Magnetar Capital Partners LP, its Sole Member
     
    By: /s/ Hayley A. Stein            
    Name: Hayley A. Stein
    Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
     
Date: June 5, 2023 magnetar capital partners LP
     
    By: Supernova Management LLC, its General Partner
     
    By: /s/ Hayley A. Stein
    Name: Hayley A. Stein
    Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
     
Date: June 5, 2023 supernova management llc
     
    By: /s/ Hayley A. Stein
    Name: Hayley A. Stein
    Title: Attorney-in-fact for David J. Snyderman, Manager
     
Date: June 5, 2023 DAVID J. SNYDERMAN
     
    By: /s/ Hayley A. Stein
    Name: Hayley A. Stein
    Title: Attorney-in-fact for David J. Snyderman

 

 

EX-99.2 3 tm2317892d1_ex99-2.htm EXHIBIT 99.2

EXHIBIT 99.2

 

LIMITED POWER OF ATTORNEY

 

Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or in other capacities of Supernova Management LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Supernova Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation, all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5.

 

All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

 

This Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein as of a later date.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22 day of December, 2022.

 

  /s/ David J. Snyderman
  David J. Snyderman