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. 223622606 |
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
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
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. 223622606 |
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
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
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. 223622606 |
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
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
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. 223622606 |
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
SHARES |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
0 |
EACH
REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
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. 2 (“Amendment No. 2”) 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
August 12, 2022, (as amended by this Amendment No. 2, the “Schedule 13D”).
This Amendment No. 2 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. 2 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 Amendment
No. 1 on November 2, 2022, the Reporting Persons purchased 45,123 Shares between November 4, 2022 and February 1,
2023, which consisted of 37,737 Shares purchased for the benefit of PRA Master Fund and 7,386 Shares purchased for the benefit of Systematic
Master Fund.
In addition, since the filing
of Amendment No. 1 on November 2, 2022, the Reporting Persons sold 99,654 Shares between November 4, 2022 and February 1,
2023, which consisted of 89,352 Shares sold for the benefit of PRA Master Fund and 10,302 Shares sold for the benefit of Systematic Master
Fund.
Finally, on March 1,
2023, the Issuer consummated a merger (the “Merger”) pursuant to which each issued and outstanding Share was cancelled and
converted into the right to receive $39.00 in cash, without interest. In connection with the Merger, the Reporting Persons’ 1,609,418
Shares, which consisted of, 259,214 Shares held for the benefit of Systematic Master Fund and 1,350,204 Shares held for the benefit of
PRA Master Fund, were cancelled and converted into the right to receive $39.00 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 March 1, 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 March 1, 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. 2 is incorporated herein by reference. Except as set forth in Schedule C and Item 4 of this
Amendment No. 2, the Funds had no transactions in the Shares since the filing of Amendment No. 1 on November 2, 2022. All
of the transactions set forth on Schedule C attached hereto were effected in the ordinary course of business of Magnetar Financial for
the accounts of each of the Funds. The transactions in the Shares set forth on Schedule C were effected in open market transactions on
the NASDAQ and various other trading markets.
(d) As
of March 1, 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: March 3,
2023
| |
magnetar financial llc |
| |
|
| |
By: |
Magnetar Capital Partners LP, its Sole Member |
| |
By: |
Supernova Management LLC, its General Partner |
| |
|
| |
By: |
/s/ Michael Turro |
| |
Name: |
Michael Turro |
| |
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/ Michael Turro |
| |
Name: |
Michael Turro |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
supernova management llc |
| |
|
| |
By: |
/s/ Michael Turro |
| |
Name: |
Michael Turro |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
|
| |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/ Michael Turro |
| |
Name: |
Michael Turro |
| |
Title: |
Attorney-in-fact for David J. Snyderman |
SCHEDULE C
Funds
| Date |
Number of Shares Bought |
Price Per Share($) (1)(2) |
| 11/4/2022 |
4,384 |
38.67265 (3) |
| 11/7/2022 |
18 |
38.68000 |
| 11/8/2022 |
2,287 |
38.65498(4) |
| 1/4/2023 |
9,789 |
38.67561(5) |
| 1/5/2023 |
15,887 |
38.66613(6) |
| 1/6/2023 |
5,372 |
38.67088(7) |
| 2/1/2023 |
7,386 |
38.88528(8) |
(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 $38.67265 per share, at prices ranging from $38.654 to $38.68 per share.
(4) Reflects a weighted average purchase
price of $38.65498 per share, at prices ranging from $38.64 to $38.68 per share.
(5) Reflects a weighted average purchase
price of $38.67561 per share, at prices ranging from $38.65 to $38.69 per share.
(6) Reflects a weighted average purchase
price of $38.66613 per share, at prices ranging from $38.64 to $38.69 per share.
(7) Reflects a weighted average purchase
price of $38.67088 per share, at prices ranging from $38.64 to $38.70 per share.
(8) Reflects a weighted average purchase price
of $38.88528 per share, at prices ranging from $38.86 to $38.91 per share.
Funds
| Date |
Number of Shares Sold |
Price Per Share($) (1)(2) |
| 11/28/2022 |
29,486 |
38.70988 (3) |
| 11/29/2022 |
29,933 |
38.73438 (4) |
| 11/30/2022 |
29,933 |
38.62817(5) |
| 1/5/2023 |
3,399 |
38.66750(6) |
| 1/6/2023 |
3,451 |
38.66494(7) |
| 1/9/2023 |
3,452 |
38.68599(8) |
| |
|
|
| |
|
|
(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 $38.70988 per share, at prices ranging from $38.69 to $38.73 per share.
(4) Reflects a weighted average purchase
price of $38.73438 per share, at prices ranging from $38.69 to $38.77 per share.
(5) Reflects a weighted average purchase
price of $38.62817 per share, at prices ranging from $38.57 to $38.70 per share.
(6) Reflects a weighted average purchase
price of $38.66750 per share, at prices ranging from $38.64 to $38.73 per share.
(7) Reflects a weighted average purchase
price of $38.66494 per share, at prices ranging from $38.645 to $38.7 per share.
(8) Reflects a weighted average purchase price
of $38.68599 per share, at prices ranging from $38.67 to $38.73 per share.
EXHIBIT INDEX