SC 13D/A

0001193125-16-649478.txt : 20160715 0001193125-16-649478.hdr.sgml : 20160715 20160715170702 ACCESSION NUMBER: 0001193125-16-649478 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160715 DATE AS OF CHANGE: 20160715 GROUP MEMBERS: ALEC N. LITOWITZ GROUP MEMBERS: MAGNETAR CAPITAL PARTNERS LP GROUP MEMBERS: SUPERNOVA MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LDR HOLDING CORP CENTRAL INDEX KEY: 0001348324 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 203933262 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87855 FILM NUMBER: 161770234 BUSINESS ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 512-344-3333 MAIL ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78750 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 IRS NUMBER: 043818748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d226044dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

LDR HOLDING CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

50185U105

(CUSIP Number of Class of Securities)

Alec N. Litowitz

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)

July 13, 2016

(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. 50185U105		SCHEDULE 13D		Page 2 of 10


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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		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) 0.0%
14.	TYPE OF REPORTING PERSON IA; OO


CUSIP No. 50185U105		SCHEDULE 13D		Page 3 of 10


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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		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) 0.0%
14.	TYPE OF REPORTING PERSON HC; OO


CUSIP No. 50185U105		SCHEDULE 13D		Page 4 of 10


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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		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) 0.0%
14.	TYPE OF REPORTING PERSON HC; OO


CUSIP No. 50185U105		SCHEDULE 13D		Page 5 of 10


1.	NAME OF REPORTING PERSON: Alec N. Litowitz
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		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) 0.0%
14.	TYPE OF REPORTING PERSON HC; IN

SCHEDULE 13D

This Amendment No. 1 (the “Amendment”) 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 Alec N. Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”) with the SEC on June 20, 2016, (as amended by this Amendment, the “Schedule 13D”).

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to add the following information for updating:

The aggregate amount of funds used by the Reporting Persons in purchasing the 38,576 Shares reported herein on Schedule A on behalf of Magnetar Capital Master Fund have come directly from the assets of Magnetar Capital Master Fund controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on Schedule A on behalf of Magnetar Capital Master Fund was $1,425,387.11 (excluding commissions and other execution-related costs).

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information for updating:

Consistent with the intention previously disclosed in the Schedule 13D, the Reporting Persons tendered 1,857,485 Shares (which represented all of the Shares beneficially owned by the Reporting Persons) to MergerSub in the Offer to receive the Offer Price upon consummation of the Offer.

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) Simultaneously with the consummation of the transactions contemplated by the Merger Agreement, the Reporting Persons ceased to have beneficial ownership of any Shares.

(b) Simultaneously with the consummation of the transactions contemplated by the Merger Agreement, the Reporting Persons ceased to have power to vote and direct the disposition of any Shares.

(c) Except as set forth on Schedule A attached hereto and other than the tendering of the 1,857,485 Shares to MergerSub in the Offer for the Offer Price, no transactions in Shares were effected by the Reporting Persons since the filing of the Schedule 13D on June 20, 2016. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the NASDAQ Global Select Market and various other trading markets.

(d) Not applicable.

(e) Simultaneously with the consummation of the transactions contemplated by the Merger Agreement, the Reporting Persons ceased to have beneficial ownership of any shares of Common Stock on June 13, 2016.

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: July 15, 2016


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

MAGNETAR CAPITAL PARTNERS LP

By:		/s/ Alec N. Litowitz
		Name: Alec N. Litowitz
		Title: Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

SUPERNOVA MANAGEMENT LLC

By:		/s/ Alec N. Litowitz
		Name: Alec N. Litowitz
		Title: Manager

/s/ Alec N. Litowitz
Alec N. Litowitz

SCHEDULE A


Date	Number of Shares			*Price Per Share($)()()
Date	Bought (Sold)			*Price Per Share($)()()
6/22/2016		(47,099	)	$	37.0234	⁽¹⁾
6/30/2016		(38,282	)⁽²⁾	$	36.9500
6/30/2016		38,282	⁽²⁾	$	36.9500
6/30/2016		(294	)	$	36.9532	⁽³⁾
6/30/2016		294		$	36.96331	⁽⁴⁾

(1)	Reflects a weighted average purchase price of $37.0234 per share, at prices ranging from $37.01 to $37.08 per share.

(2)	Represents cross trades between each of Hipparchus Master Fund (5,751 Shares sold), Magnetar Event Driven Fund (16,577 Shares sold) and Spectrum Master Fund (15,954 Shares sold), on the one hand, and Magnetar Capital Master Fund (38,282 Shares purchased), on the other hand.

(3)	Reflects a weighted average purchase price of $36.9532 per share, at prices ranging from $36.94 to $36.96 per share.

(4)	Reflects a weighted average purchase price of $36.96331 per share, at prices ranging from $36.9597 to $36.97 per share.

(*)	Excludes commissions and other execution-related costs.

(**)	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.