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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RANGER OIL CORPORATION
(Name of Issuer)
Common Stock Class A, par value $.01
(Title of Class of Securities)
70788V102
(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)
June 21, 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. 70788V102 | SCHEDULE 13D | Page 2 of 11 |
| 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. 70788V102 | SCHEDULE 13D | Page 3 of 11 |
| 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. 70788V102 | SCHEDULE 13D | Page 4 of 11 |
| 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. 70788V102 | SCHEDULE 13D | Page 5 of 11 |
| 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 May 12, 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 13D on May 12, 2023, the Reporting Persons purchased 13,491 Shares between May 11, 2023, and June 20, 2023, which consisted of 13,003 Shares purchased for the benefit of PRA Master Fund and 488 Shares purchased for the benefit of Relative Value Master Fund.
In addition, since the filing of the 13D on May 12, 2023, the Reporting Persons sold 57,566 Shares between May 11, 2023 and June 20, 2023, which consisted of 40,206 Shares sold for the benefit of PRA Master Fund; 16,821 Shares sold for the benefit of Systematic Master Fund; and 539 Shares for Relative Value Master Fund.
Finally, on June 20, 2023, the Issuer consummated a merger (the “Merger”) pursuant to which each issued and outstanding Shares were delisted and shares of Baytex Energy Corp (“Baytex”) were received. In connection with the Merger, the Reporting Persons’ 971,423 Shares, which consisted of 193,675 Shares held for the benefit of Systematic Master Fund; 762,859 Shares held for the benefit of PRA Master Fund; and 14,889 Shares held for the benefit of Relative Value Master Fund were delisted and converted into 109,303 Shares of Baytex.
| 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 June 20, 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 June 20, 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 in Schedule C and Item 4 of this Amendment No. 1, the Funds had no transactions in the Shares since the filing of Amendment No. 1 on June 23, 2023. 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) & #xA0; As of June 20, 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.
Date: June 23, 2023
| magnetar financial llc | ||
| By: Magnetar Capital Partners LP, its Sole Member | ||
| By: Supernova Management LLC, its General Partner | ||
| By: | /s/ Hayley Stein | |
| Name: Hayley 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 Stein |
| Name: Hayley Stein | |
| Title: Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| supernova management llc | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager | |
| DAVID J. SNYDERMAN | ||
| By: | /s/ Hayley Stein |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman |
SCHEDULE C
Funds
| Date | Number of Shares Bought | Price Per Share($) (1)(2) | |||||
| 5/11/2023 | 656 | 37.55854 | (3) | ||||
| 5/12/2023 | 100 | 37.58000 | |||||
| 5/15/2023 | 3,586 | 37.95746 | (4) | ||||
| 5/16/2023 | 944 | 37.54604 | (5) | ||||
| 5/17/2023 | 2,327 | 38.17379 | (6) | ||||
| 5/19/2023 | 847 | 38.60450 | (7) | ||||
| 5/22/2023 | 802 | 38.83220 | (8) | ||||
| 5/23/2023 | 550 | 38.95364 | (9) | ||||
| 5/24/2023 | 100 | 39.23000 | |||||
| 5/25/2023 | 804 | 37.94194 | (10) | ||||
| 5/26/2023 | 106 | 37.94943 | (11) | ||||
| 5/30/2023 | 2,669 | 36.96740 | (12) | ||||
(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 $37.55854 per share, at prices ranging from $37.50 to $37.65 per share.
(4) Reflects a weighted average purchase price of $37.95746per share, at prices ranging from $37.87 to $38.03 per share.
(5) Reflects a weighted average purchase price of $37.54604per share, at prices ranging from $37.35 to $38.18 per share.
(6) Reflects a weighted average purchase price of $38.17379per share, at prices ranging from $37.95 to $38.33 per share.
(7) Reflects a weighted average purchase price of $38.60450per share, at prices ranging from $38.47 to $38.70 per share.
(8) Reflects a weighted average purchase price of $38.83220per share, at prices ranging from $38.78 to $39.00 per share.
(9) Reflects a weighted average purchase price of $38.95364per share, at prices ranging from $38.78 to $39.15 per share.
(10) Reflects a weighted average purchase price of $37.94194per share, at prices ranging from $37.58 to $38.03 per share.
(11) Reflects a weighted average purchase price of $37.94943per share, at prices ranging from $37.94 to $37.95 per share.
(12) Reflects a weighted average purchase price of $36.96740per share, at prices ranging from $36.90 to $37.50 per share.
Funds
| Date | Number of Shares Sold | Price Per Share($) (1)(2) | |||||
| 5/31/2023 | 10,750 | 36.74060 | (3) | ||||
| 6/1/2023 | 2,743 | 37.29010 | (4) | ||||
| 6/1/2023 | 5,416 | 37.90831 | (5) | ||||
| 6/2/2023 | 9,762 | 39.22643 | (6) | ||||
| 6/5/2023 | 5,250 | 39.14444 | (7) | ||||
| 6/5/2023 | 600 | 40.00000 | |||||
| 6/6/2023 | 9,407 | 38.89146 | (8) | ||||
| 6/7/2023 | 9,302 | 39.66407 | (9) | ||||
| 6/8/2023 | 4,236 | 39.23117 | (10) | ||||
| 6/8/2023 | 100 | 39.74000 | |||||
(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 $36.74060 per share, at prices ranging from $36.55 to $37.02 per share.
(4) Reflects a weighted average purchase price of $37.29010 per share, at prices ranging from $36.74 to $37.73 per share.
(5) Reflects a weighted average purchase price of $37.90831per share, at prices ranging from $37.77 to $38.13 per share.
(6) Reflects a weighted average purchase price of $39.22643per share, at prices ranging from $38.66 to $39.56 per share.
(7) Reflects a weighted average purchase price of $39.14444per share, at prices ranging from $38.89 to $39.82 per share.
(8) Reflects a weighted average purchase price of $38.89146per share, at prices ranging from $38.45 to $39.14 per share.
(9) Reflects a weighted average purchase price of $39.66407per share, at prices ranging from $39.30 to $39.96 per share.
(10) Reflects a weighted average purchase price of $39.23117per share, at prices ranging from $38.68 to $39.63 per share.
EXHIBIT INDEX