Amended Statement of Beneficial Ownership (sc 13d/a)
31 Marzo 2022 - 9:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MERITOR INC.
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
59001K100
(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)
March 29, 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).
CUSIP No. 59001K100 |
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 |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
3,501,926 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
3,501,926 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,501,926 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.94% |
14. |
TYPE OF REPORTING PERSON
IA; OO |
CUSIP No. 59001K100 |
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 |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
3,501,926 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
3,501,926 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,501,926 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.94% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
CUSIP No. 59001K100 |
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 |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
3,501,926 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
3,501,926 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,501,926 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.94% |
14. |
TYPE OF REPORTING PERSON
HC; OO |
CUSIP No. 59001K100 |
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 |
7. |
SOLE
VOTING POWER
0 |
BENEFICIALLY
OWNED BY |
8. |
SHARED
VOTING POWER
3,501,926 |
EACH REPORTING
PERSON |
9. |
SOLE
DISPOSITIVE POWER
0 |
WITH |
10. |
SHARED
DISPOSITIVE POWER
3,501,926 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,501,926 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.94% |
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 March 9, 2022, (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 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
with the SEC on March 9, 2022, the Reporting Persons sold 100,800 Shares between March 25, 2022 and March 30, 2020 reported
herein which consists of (i) 68,897 Shares sold for the benefit of PRA Master Fund, (ii) 22,972 Shares sold for the benefit
of Constellation Fund, (iii) 8,504 Shares sold for the benefit of Systematic Master Fund, and (iv) 427 Shares sold for the benefit
of one Managed Account.
The 16,900 Shares reported
herein were acquired in the ordinary course of business on behalf of certain clients of Magnetar Financial in another strategy unrelated
to risk arbitrage to cover its short positions.
| 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 March 30, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,501,926
Shares, which consisted of (i) 2,010,385 Shares held for the benefit of PRA Master Fund, (ii) 1,079,969 Shares held for the
benefit of Constellation Fund; (iii) 388,518 Shares held for the benefit of Systematic Master Fund, and (iv) 23,054 Shares
held for the benefit of one Managed Account and all such Shares represented beneficial ownership of approximately 4.94% of the Shares.
(b) As
of the close of business March 30, 2022, each of the Reporting Persons may have been deemed to have the power to vote and direct
the disposition of 3,501,926 Shares, which consisted of (i) 2,010,385 Shares held for the benefit of PRA Master Fund, (ii) 1,079,969
Shares held for the benefit of Constellation Fund, (iii) 388,518 Shares held for the benefit of Systematic Master Fund, and (iv) 23,054
Shares held for the benefit of one Managed Account and all such Shares represented beneficial ownership of approximately 4.94% 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 NYSE and various other trading markets.
(d) Each
of the Reporting Person ceased to have beneficial ownership greater than 5% of the Shares on March 29, 2022.
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.
|
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
Funds
Date | |
Number of Shares Bought | |
Price Per Share($) (1)(2) |
3/9/2022 | |
16,900 | |
35.35000(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 $35.35000 per share, at prices ranging from $35.35 to $35.35 per share.
Funds
Date | |
Number of Shares Sold | |
Price Per Share($) (1)(2) |
3/25/2022 | |
12,400 | |
35.50390 (4) |
3/28/2022 | |
12,400 | |
35.52544(5) |
3/29/2022 | |
44,700 | |
35.60097(6) |
3/30/2022 | |
31,300 | |
35.53294(7) |
(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.
(4) Reflects a weighted average sale price
of $35.50390 per share, at prices ranging from $35.42 to $35.71 per share.
(5) Reflects a weighted average sale price
of $35.52511 per share, at prices ranging from $35.44 to $35.68 per share.
(6) Reflects a weighted average sale price
of $35.60097 per share, at prices ranging from $35.47 to $35.74 per share.
(7) Reflects a weighted average sale price
of $35.53294 per share, at prices ranging from $35.49 to $35.68 per share.
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