Sec Form 13G Filing - Magnetar Financial LLC filing for NEOVASC INC NO PAR (NVCN) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

NEOVASC INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

64065J304

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 64065J304

 

 

1

Names of Reporting Persons
MAGNETAR FINANCIAL LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,112,224(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,112,224(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,224(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.99%

 

 

12

Type of Reporting Person (See Instructions)
IA, OO

 

(1) The Reporting Person owns certain convertible bonds which are exercisable immediately at the option of the holder, and are subject to a “blocker” provision prohibiting the holder from exercising the convertible bonds to the extent that such exercise would result in holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding Shares.  See Item 4 herein.

 

2

 

CUSIP No. 64065J304

 

 

1

Names of Reporting Persons
MAGNETAR CAPITAL PARTNERS LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,112,224(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,112,224(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,224(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.99%

 

 

12

Type of Reporting Person (See Instructions)
IA, OO

 

(1) The Reporting Person owns certain convertible bonds which are exercisable immediately at the option of the holder, and are subject to a “blocker” provision prohibiting the holder from exercising convertible bonds to the extent that such exercise would result in holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding Shares.  See Item 4 herein.

 

3

 

CUSIP No. 64065J304

 

 

1

Names of Reporting Persons
SUPERNOVA MANAGEMENT LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,112,224(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,112,224(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,224(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.99%

 

 

12

Type of Reporting Person (See Instructions)
HC, OO

 

(1) The Reporting Person owns certain convertible bonds which are exercisable immediately at the option of the holder, and are subject to a “blocker” provision prohibiting the holder from exercising the convertible bonds to the extent that such exercise would result in holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding Shares.  See Item 4 herein.

 

4

 

CUSIP No. 64065J304

 

 

1

Names of Reporting Persons
ALEC N. LITOWITZ

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

 

6

Shared Voting Power
1,112,224(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,112,224(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,112,224(1)

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.99%

 

 

12

Type of Reporting Person (See Instructions)
HC, IN

 

(1) The Reporting Person owns certain convertible bonds which are exercisable immediately at the option of the holder, and are subject to a “blocker” provision prohibiting the holder from exercising the convertible bonds to the extent that such exercise would result in holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding Shares.  See Item 4 herein.

 

5

 

 

 

SCHEDULE 13G

 

Item 1(a)

 

Name of Issuer.
Neovasc Inc. (the “Company”)

Item 1(b)

 

Address of Issuer’s Principal Executive Offices.
Suite 5138 – 13562 Maycrest Way

Richmond, British Columbia, Canada V6V 2J7

 

Item 2(a)

 

Name of Person Filing.
This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):
i)         Magnetar Financial LLC (“Magnetar Financial”);
ii)        Magnetar Capital Partners LP (Magnetar Capital Partners”);
iii)       Supernova Management LLC (“Supernova Management”); and
iv)       Alec N. Litowitz (“Mr. Litowitz”).

This statement relates to the Shares (as defined herein) held for Magnetar Equity Opportunities Master Fund Ltd, Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Andromeda Select Master Fund Ltd, Magnetar Capital Master Fund Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies, and Magnetar Structured Credit Fund, LP, a Delaware limited partnership (the “Magnetar Funds”).   Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the common Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

Item 2(b)

 

Address of Principal Business Office.
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Item 2(c)

 

Place of Organization.
i)         Magnetar Financial is a Delaware limited liability company;
ii)        Magnetar Capital Partners is a Delaware limited partnership;
iii)      Supernova Management is a Delaware limited liability company; and
iv)       Mr. Litowitz is a citizen of the United States of America.

Item 2(d)

 

Title of Class of Securities.
Common Stock, no par value (the “Shares”)

Item 2(e)

 

CUSIP Number.
64065J304

 

Item 3

Reporting Person.
(e) x An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)

(g) x A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)

 

6

 

Item 4

Ownership.

 

 

Item 4(a)

 

Amount beneficially owned:   

As of December 31, 2019, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,112,224 Shares.  The amount consists of (A) 263,374 Shares held for the account Magnetar Equity Opportunities Master Fund Ltd ; (B) 97,352 Shares held for the account of Magnetar Constellation Fund II, Ltd; (C) 300,305 Shares held for the account of Magnetar Constellation Master Fund, Ltd; (D) 98,859 Shares held for the account of Magnetar Andromeda Select Master Fund Ltd; (E) 98,859 Shares held for the account of Magnetar Capital Master Fund Ltd; (F) 70,993 Shares held for the account of Magnetar Structured Credit Fund, LP; (G) 94,195 Shares held for the account of Magnetar Xing He Master Fund Ltd; (H) 88,287 Shares held for the account of Magnetar SC Fund Ltd.  The Shares include the Shares that would result from exercising the convertible bonds held in each of the accounts of the Magnetar Funds subject to the below described 9.99% blocker.  The Shares held by the Magnetar Funds represent approximately 9.99% (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Shares of the Issuer).

 

Each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz own certain convertible bonds held for the account of the Magnetar Funds.  The convertible bonds contain a contractual provision blocking the exercise of the convertible bonds when the holder beneficially owns more than 9.99% of the issued and outstanding Shares.  As a result, at this time, the Reporting Persons cannot exercise the convertible bonds in its entirety.

Item 4(b)

 

Percent of class:   

As of December 31, 2019, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz were deemed to be the beneficial owner constituting approximately 9.99% of the total number of Shares outstanding subject to the blocker provision discussed above (based on 11,133,369 Shares outstanding as of January 6, 2020 as reported in the Company’s Form 6-K filed with the Securities and Exchange Commission on January 21, 2020).

Item4(c)

 

Number of shares of which such person has:
Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,112,224(1)

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,112,224(1)

 

Item 5

Ownership of Five Percent or Less of a Class.

 

This Item 5 is not applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

This Item 6 is not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

This Item 7 is not applicable.

 

Item 8

Identification and Classification of Members of the Group.

 

This Item 8 is not applicable.

 

Item 9

Notice of Dissolution of Group.

 

This Item 9 is not applicable.

 

(1)  The Reporting Person owns certain convertible bonds which are exercisable immediately at the option of the holder, and are subject to a “blocker” provision prohibiting the holder from exercising the convertible bonds to the extent that such exercise would result in holder being deemed the beneficial owner of more than 9.99% of the issued and outstanding Shares.  See Item 4.

 

7

 

 

Item 10                                                     Certification.

 

By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Date: February 13, 2020

MAGNETAR FINANCIAL LLC

 

 

 

By: Magnetar Capital Partners LP, its Sole Member

 

 

 

By:

/s/ Alec N. Litowitz

 

Name: Alec N. Litowitz

 

Title:   Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

 

 

Date: February 13, 2020

MAGNETAR CAPITAL PARTNERS LP

 

 

 

By: Supernova Management LLC, its General Partner

 

 

 

By:

/s/ Alec N. Litowitz

 

Name: Alec N. Litowitz

 

Title:   Manager of Supernova Management LLC

 

 

Date: February 13, 2020

SUPERNOVA MANAGEMENT LLC

 

 

 

By:

/s/ Alec N. Litowitz

 

Name: Alec N. Litowitz

 

Title:   Manager

 

 

Date: February 13, 2020

/s/ Alec N. Litowitz

 

Alec N. Litowitz

 

8