0001140361-23-013740.txt : 20230324 0001140361-23-013740.hdr.sgml : 20230324 20230324163052 ACCESSION NUMBER: 0001140361-23-013740 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230314 FILED AS OF DATE: 20230324 DATE AS OF CHANGE: 20230324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39806 FILM NUMBER: 23760257 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Capital Partners LP CENTRAL INDEX KEY: 0001353085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39806 FILM NUMBER: 23760256 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 FORMER NAME: FORMER CONFORMED NAME: Magnetar Capital Partners LLC DATE OF NAME CHANGE: 20060213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Snyderman David J. CENTRAL INDEX KEY: 0001953511 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39806 FILM NUMBER: 23760254 MAIL ADDRESS: STREET 1: C/O MAGNETAR FINANCIAL LLC STREET 2: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Supernova Management LLC CENTRAL INDEX KEY: 0001368026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39806 FILM NUMBER: 23760255 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847) 905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Churchill Capital Corp V CENTRAL INDEX KEY: 0001812234 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851023777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: One Judith Acquisition Corp DATE OF NAME CHANGE: 20200514 3 1 form3.xml X0206 3 2023-03-14 0 0001812234 Churchill Capital Corp V CCV 0001352851 Magnetar Financial LLC 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON IL 60201 true 0001353085 Magnetar Capital Partners LP 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON IL 60201 true 0001368026 Supernova Management LLC 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON IL 60201 true 0001953511 Snyderman David J. 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON IL 60201 true Class A Common Stock 266876 I See Footnotes Class A Common Stock 960300 I See Footnotes Class A Common Stock 167000 I See Footnotes Class A Common Stock 326184 I See Footnotes Class A Common Stock 209852 I See Footnotes Magnetar Financial LLC ("Magnetar Financial") serves as investment manager of each of Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi-Strategy Master Fund Ltd, Magnetar Xing He Master Fund Ltd, and Magnetar SC Fund Ltd, all of which are Cayman Islands exempted companies (collectively, the "Magnetar Funds"). Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of the Issuer's Common Stock. These securities are held directly by Magnetar Constellation Fund II, Ltd. These securities are held directly by Magnetar Constellation Master Fund, Ltd. These securities are held directly by Magnetar Systematic Multi-Strategy Master Fund Ltd. These securities are held directly by Magnetar Xing He Master Fund Ltd. These securities are held directly by Magnetar SC Fund Ltd. This Form 3 is being filed solely due to the redemption of 35,223,748 shares of the Issuer's Class A common stock by Issuer's stockholders on March 14, 2023, after which the Reporting Persons' aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Issuer's Class A common stock since being pushed over 10% due to the redemptions on March 14, 2023. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Limited Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 2, 2023). /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC 2023-03-24 /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP 2023-03-24 /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC 2023-03-24 /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman 2023-03-24 EX-99.1 2 brhc10050130_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Dated: March 24, 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, the General Partner of Magnetar Capital Partners LP
 
MAGNETAR CAPITAL PARTNERS LP
 
By:
/s/ Hayley A. Stein
   
Name:
Hayley A. Stein
   
Title:
Attorney-in-Fact for David J. Snyderman, Manager of Supernova
Management LLC, the General Partner of Magnetar Capital Partners LP
 
SUPERNOVA MANAGEMENT LLC
 
By:
/s/ Hayley A. Stein
   
Name:
Hayley A. Stein
   
Title:
Attorney-in-Fact for David J. Snyderman, Manager
 
/s/ Hayley A. Stein
   
Hayley A. Stein
Title: Attorney-in-Fact for David J. Snyderman