SEC Form 3: New insider Magnetar Financial Llc claimed ownership of 2,342,184 shares
$CHPM
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/24/2021 |
3. Issuer Name and Ticker or Trading Symbol
CHP Merger Corp. [ CHPM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 696,898 | I | See Footnotes(1)(2)(3)(4) |
| Common Stock | 741,454 | I | See Footnotes(1)(2)(3)(5) |
| Common Stock | 54,102 | I | See Footnotes(1)(2)(3)(6) |
| Common Stock | 388,822 | I | See Footnotes(1)(2)(3)(7) |
| Common Stock | 307,714 | I | See Footnotes(1)(2)(3)(8) |
| Common Stock | 153,194 | I | See Footnotes(1)(2)(3)(9) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Magnetar Financial LLC ("Magnetar Financial") serves as investment manager of each of Magnetar Constellation Fund II Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi-Strategy Master Fund Ltd, Magnetar Xing He Master Fund Ltd, and Magnetar SC Fund Ltd, all of which are Cayman Islands exempted companies, and Magnetar Structured Credit Fund, LP, which is a Delaware limited partnership (collectively, the "Magnetar Funds"). |
| 2. Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Alec N. Litowitz, a citizen of the United States of America. |
| 3. Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and Alec N. Litowitz disclaims beneficial ownership of these shares of the Issuer's Common Stock. |
| 4. These securities are held directly by Magnetar Constellation Fund II Ltd. |
| 5. These securities are held directly by Magnetar Constellation Master Fund, Ltd. |
| 6. These securities are held directly by Magnetar Systematic Multi-Strategy Master Fund Ltd. |
| 7. These securities are held directly by Magnetar Structured Credit Fund LP. |
| 8. These securities are held directly by Magnetar Xing He Master Fund Ltd. |
| 9. These securities are held directly by Magnetar SC Fund Ltd. |
| Remarks: |
| This Form 3 is being filed to solely due to the redemption of 11,388,997 shares of the Company's Class A common stock on November 24, 2021, by Company stockholders other than the Reporting Persons, after which the Reporting Persons' aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Company's Class A common stock since being pushed over 10% due to the redemptions on November 24, 2021. Exhibit 99.1 - Joint Filing Agreement |
| /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC | 04/07/2022 | |
| /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP | 04/07/2022 | |
| /s/ Alec N. Litowitz, as Manager of Supernova Management LLC | 04/07/2022 | |
| /s/ Alec N. Litowitz | 04/07/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||