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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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. 2)*
|
CHANNELADVISOR CORPORATION
|
| (Name of Issuer) |
Common Stock, par value $.001
| (Title of Class of Securities) |
| 159179100 |
| (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)
|
| November 15, 2022 |
| (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).
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CUSIP No. 902925106
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SCHEDULE 13D | Page 2 of 7 |
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1
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NAMES OF REPORTING PERSONS
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Magnetar Financial LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 3 of 7 |
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1
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NAMES OF REPORTING PERSONS
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Magnetar Capital Partners LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 4 of 7 |
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1
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NAMES OF REPORTING PERSONS
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Supernova Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; OO
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CUSIP No. 902925106
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SCHEDULE 13D | Page 5 of 7 |
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1
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NAMES OF REPORTING PERSONS
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David J. Snyderman
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
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(b)
|
☒
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
|
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
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0
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|||
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||||
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8
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SHARED VOTING POWER
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0
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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0
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC; IN
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SCHEDULE 13D
| ITEM 1. |
SECURITY AND ISSUER
|
This Amendment No. 2 (the “Amendment No. 2”) relates to the Statement of Beneficial Ownership on Schedule 13D, initially filed jointly by Magnet
ar 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 Alec N. Litowitz (“Mr. Litowitz”) with the SEC on
September 23, 2022, and amended by Amendment No. 1 filed jointly by Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman (“Mr. Snyderman”) with the SEC on November 2, 2022 (collectively, 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:
On September 4, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CommerceHub, Inc., a Delaware
corporation (“Parent”), and CH Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the
Merger as a wholly owned subsidiary of Parent.
On November 15, 2022, the Company completed its the Merger, pursuant to which, at the effective time of the Merger, each Share issued and
outstanding as of immediately prior to the Effective Time (with certain exceptions), including each Share beneficially owned by the Reporting Persons, was cancelled and converted into the right to receive $23.10 in cash, without interest thereon.
As a result of the Merger, the Reporting Persons beneficially own no Shares.
On November 15, 2022, the Company notified The New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE suspend trading of the Shares effective before the opening on November
15, 2022, and began the process of effecting the delisting and deregistration under Section 12 of the Act of the Shares.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
|
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
(a) As of November 15, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 0 Shares, which represented beneficial ownership of 0.0% of the Shares.
(b) As of November 15, 2022, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 0 Shares.
(c) The response to Item 4 is incorporated by reference herein. Except as set forth in this Amendment No. 2, there have been no transactions in the Shares since the filing of Amendment No. 1.
(d) Not applicable.
(e) As of November 15, 2022, and as a result of the Merger, 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: November 17, 2022
|
|
||
|
MAGNETAR FINANCIAL LLC
|
|||
| By: Magnetar Capital Partners LP, its Sole Member | |||
| By: |
/s/ David J. Snyderman
|
||
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Name:
|
David J. Snyderman | ||
|
Title:
|
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
|
MAGNETAR CAPITAL PARTNERS LP
|
|||
| By: |
/s/ David J. Snyderman
|
||
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Name:
|
David J. Snyderman | ||
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP |
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SUPERNOVA MANAGEMENT LLC
|
|||
| By: |
/s/ David J. Snyderman
|
||
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Name:
|
David J. Snyderman | ||
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Title:
|
Manager |
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/s/ David J. Snyderman
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David J. Snyderman
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