0001104659-19-074741.txt : 20191220 0001104659-19-074741.hdr.sgml : 20191220 20191220102235 ACCESSION NUMBER: 0001104659-19-074741 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191220 DATE AS OF CHANGE: 20191220 GROUP MEMBERS: ALEC N. LITOWITZ GROUP MEMBERS: MAGNETAR CAPITAL PARTNERS LP GROUP MEMBERS: SUPERNOVA MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51465 FILM NUMBER: 191298106 BUSINESS ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133281000 MAIL ADDRESS: STREET 1: 500 DALLAS STREET STREET 2: SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 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 a19-26711_1sc13da.htm 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)*

 

Carrizo Oil & Gas, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

144577103

(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)

 

December 18, 2019

(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. o

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. 144577103

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:

Magnetar Financial LLC

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(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)     o

 

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

4,619,273

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

4,619,273

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,619,273

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     o

 

13.

Percent of Class Represented by Amount in Row (11)

4.99%

 

14.

Type of Reporting Person

IA; OO

 

2


 

CUSIP No. 144577103

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:

Magnetar Capital Partners LP

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(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)     o

 

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

4,619,273

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

4,619,273

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,619,273

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

13.

Percent of Class Represented by Amount in Row (11)

4.99%

 

14.

Type of Reporting Person

HC; OO

 

3


 

CUSIP No. 144577103

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:

Supernova Management LLC

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(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)     o

 

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

4,619,273

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

4,619,273

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,619,273

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

13.

Percent of Class Represented by Amount in Row (11)

4.99%

 

14.

Type of Reporting Person

HC; OO

 

4


 

CUSIP No. 144577103

SCHEDULE 13D

 

 

 

1.

Name of Reporting Person:

Alec N. Litowitz

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(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)     o

 

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

4,619,273

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

4,619,273

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,619,273

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

13.

Percent of Class Represented by Amount in Row (11)

4.99%

 

14.

Type of Reporting Person

HC; IN

 

5


 

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 August 3, 2019, (as amended by this Amendment, the “Schedule 13D”).

 

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 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 59,081 Shares reported herein on behalf of the PRA Master Fund have come directly from the assets of the PRA Master Fund, 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 on behalf of the PRA Master Fund was $431,312 (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:

 

Within the last 60 days, the Reporting Persons sold 331,205 Shares as reported herein which consists of 48,654 Shares sold for the benefit of MSW Master Fund, 228,974 Shares sold for the benefit of PRA Master Fund and 53,577 Shares sold for the benefit of the ICAV.

 

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 the close of business December 18, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,619,273 Shares, which consisted of (i) 250,383 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,149,267 Shares held for the benefit of PRA Master Fund, (iii) 1,173,673 Shares held for the benefit of Constellation Fund; (iv) 193,654 Shares held for the benefit of Systematic Master Fund, (v) 40,139 Shares held for the benefit of MSW Master Fund and (vi) 812,157 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.99% of the Shares.

 

(b)                                 As of the close of business December 18, 2019, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 4,619,273 Shares, which

 

6


 

consisted of (i) 250,383 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 2,149,267 Shares held for the benefit of PRA Master Fund, (iii) 1,173,673 Shares held for the benefit of Constellation Fund; (iv) 193,654 Shares held for the benefit of Systematic Master Fund, (v) 40,139 Shares held for the benefit of MSW Master Fund and (vi) 812,157 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.99% of the Shares.

 

(c)                                  Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. 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. The transactions in the Shares set forth on Schedule A were effected in open market transactions on NASDAQ and various other trading markets.

 

(d)                                 Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on December 18, 2019.

 

7


 

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:           December 20, 2019

 

 

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

 

8


 

SCHEDULE A

 

Funds

 

Date

 

Number of Shares Bought

 

Price Per Share($) (1)(2)

 

11/01/19

 

59,081

 

7.30035

(3)

 


(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 $7.30035 per share, at prices ranging from $7.11 to $7.49 per share.

 

Funds

 

Date

 

Number of Shares
(Sold)

 

Price Per Share($) (1)(2)

 

10/25/19

 

(28,775

)

8.17046

(3)

10/28/19

 

(8,009

)

8.30840

(4)

10/30/19

 

(49,562

)

7.82666

(5)

10/31/19

 

(12,145

)

7.31597

(6)

11/14/19

 

(23,708

)

7.45945

(7)

11/25/19

 

(41,641

)

6.61326

(8)

11/26/19

 

(40,600

)

6.50903

(9)

11/27/19

 

(17,489

)

6.62091

(10)

11/29/19

 

(4,372

)

6.53001

(11)

12/12/19

 

(27,366

)

7.64388

(12)

12/13/19

 

(14,777

)

7.56712

(13)

12/16/19

 

(20,836

)

7.78619

(14)

12/17/19

 

(21,068

)

8.08248

(15)

12/18/19

 

(20,857

)

8.18501

(16)

 


(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 sold at each separate price will be provided.

(3) Reflects a weighted average sale price of $8.17046 per share, at prices ranging from $8.03 to $8.27 per share.

(4) Reflects a weighted average sale price of $8.30840 per share, at prices ranging from $8.14 to $8.52 per share.

(5) Reflects a weighted average sale price of $7.82666 per share, at prices ranging from $7.66 to $8.21 per share.

(6) Reflects a weighted average sale price of $7.31597 per share, at prices ranging from $7.24 to $7.52 per share.

(7) Reflects a weighted average sale price of $7.45945 per share, at prices ranging from $7.18 to $7.84 per share.

(8) Reflects a weighted average sale price of $6.61326 per share, at prices ranging from $6.52 to $6.67 per share.

(9) Reflects a weighted average sale price of $6.50903 per share, at prices ranging from $6.42 to $6.63 per share.

(10) Reflects a weighted average sale price of $6.62091 per share, at prices ranging from $6.45 to $6.71 per share.

(11) Reflects a weighted average sale price of $6.53001 per share, at prices ranging from $6.40 to $6.66 per share.

(12) Reflects a weighted average sale price of $7.64388 per share, at prices ranging from $7.38 to $7.79 per share.

(13) Reflects a weighted average sale price of $7.56712 per share, at prices ranging from $7.407 to $7.92 per share.

(14) Reflects a weighted average sale price of $7.78619 per share, at prices ranging from $7.50 to $7.932 per share.

(15) Reflects a weighted average sale price of $8.08248 per share, at prices ranging from $7.68 to $8.315 per share.

(16) Reflects a weighted average sale price of $8.18501 per share, at prices ranging from $8.08 to $8.31 per share.

 

9