UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
84920Y106
(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)
May 14, 2021
(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.84920Y106 | 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 2,563,040 |
|
EACH REPORTING PERSON |
9. | SOLE DISPOSITIVE POWER 0 |
| WITH | 10. | SHARED DISPOSITIVE POWER 2,563,040 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,563,040 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86% | |
| 14. | TYPE OF REPORTING PERSON
IA; OO | |
| CUSIP No. 84920Y106 | 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 2,563,040 |
|
EACH REPORTING PERSON |
9. | SOLE DISPOSITIVE POWER 0 |
| WITH | 10. | SHARED DISPOSITIVE POWER 2,563,040 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,563,040 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86% | |
| 14. | TYPE OF REPORTING PERSON
HC; OO | |
| CUSIP No. 84920Y106 | 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 2,563,040 |
|
EACH REPORTING PERSON |
9. | SOLE DISPOSITIVE POWER 0 |
| WITH | 10. | SHARED DISPOSITIVE POWER 2,563,040 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,563,040 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86% | |
| 14. | TYPE OF REPORTING PERSON
HC; OO | |
| CUSIP No. 84920Y106 | 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 2,563,040 |
|
EACH REPORTING PERSON |
9. | SOLE DISPOSITIVE POWER 0 |
| WITH | 10. | SHARED DISPOSITIVE POWER 2,563,040 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,563,040 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.86% | |
| 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 January 6, 2021, (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:
During the 60 days preceding the date of the filing of this Statement, the Reporting Persons sold 818,708 Shares reported herein, which consists of 760,830 Shares sold for the benefit of Constellation Fund and 57,878 Shares sold for the benefit of Systematic Master Fund.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
The Company reported in their Schedule 14A filed on April 9, 2021 that 43,719,687 Shares were issued and outstanding as of April 6, 2021.
(a) As of May 14, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,563,040 Shares, which consisted of (i) 1,298,885 Shares held for the benefit of PRA Master Fund, (ii) 991,344 Shares held for the benefit of Constellation Fund; and (iii) 272,811 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.86% of the Shares.
(b) As of May 14, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 2,563,040 Shares, which consisted of (i) 1,298,885 Shares held for the benefit of PRA Master Fund, (ii) 991,344 Shares held for the benefit of Constellation Fund; and (iii) 272,811 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.86% 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.
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: May 18, 2021
| 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 Sold | Price Per Share($) (1)(2) | ||||||||
| 3/25/2021 | 10,500 | 17.25590(3) | ||||||||
| 3/26/2021 | 10,500 | 17.30698(4) | ||||||||
| 3/26/2021 | 7,300 | 17.16466(5) | ||||||||
| 3/30/2021 | 7,500 | 17.23160(6) | ||||||||
| 3/31/2021 | 7,419 | 17.43607(7) | ||||||||
| 4/16/2021 | 4,000 | 17.55338(8) | ||||||||
| 4/19/2021 | 42,800 | 17.51727(9) | ||||||||
| 4/20/2021 | 38,600 | 17.49970(10) | ||||||||
| 4/21/2021 | 45,000 | 17.52654(11) | ||||||||
| 4/22/2021 | 42,200 | 17.54675(12) | ||||||||
| 4/23/2021 | 44,100 | 17.57476(13) | ||||||||
| 4/26/2021 | 43,100 | 17.56672(14) | ||||||||
| 4/27/2021 | 43,100 | 17.54673(15) | ||||||||
| 4/28/2021 | 42,600 | 17.58742(16) | ||||||||
| 4/29/2021 | 53,200 | 17.61059(17) | ||||||||
| 4/30/2021 | 54,154 | 17.57503(18) | ||||||||
| 5/3/2021 | 32,300 | 17.60630(19) | ||||||||
| 5/4/2021 | 31,900 | 17.62654(20) | ||||||||
| 5/5/2021 | 33,600 | 17.63295(21) | ||||||||
| 5/6/2021 | 31,500 | 17.65729(22) | ||||||||
| 5/7/2021 | 32,900 | 17.69358(23) | ||||||||
| 5/10/2021 | 32,100 | 17.74951(24) | ||||||||
| 5/11/2021 | 32,100 | 17.65710(25) | ||||||||
| 5/12/2021 | 31,800 | 17.59810(26) | ||||||||
| 5/13/2021 | 32,200 | 17.60218(27) | ||||||||
| 5/14/2021 | 32,235 | 17.68999(28) | ||||||||
(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 sale price of $17.25590 per share, at prices ranging from $17.19 to $17.33 per share.
(4) Reflects a weighted average sale price of $17.30698 per share, at prices ranging from $17.20 to $17.44 per share.
(5) Reflects a weighted average sale price of $17.16466 per share, at prices ranging from $17.10 to $17.28 per share.
(6) Reflects a weighted average sale price of $17.23160 per share, at prices ranging from $17.10 to $17.33 per share.
(7) Reflects a weighted average sale price of $17.43607 per share, at prices ranging from $17.24 to $17.5552 per share.
(8) Reflects a weighted average sale price of $17.55338 per share, at prices ranging from $17.51 to $17.6055 per share.
(9) Reflects a weighted average sale price of $17.51727 per share, at prices ranging from $17.41 to $17.58 per share.
(10) Reflects a weighted average sale price of $17.49970 per share, at prices ranging from $17.45 to $17.5664 per share.
(11) Reflects a weighted average sale price of $17.52654 per share, at prices ranging from $17.47 to $17.56 per share.
(12) Reflects a weighted average sale price of $17.54675 per share, at prices ranging from $17.51 to $17.61 per share.
(13) Reflects a weighted average sale price of $17.57476 per share, at prices ranging from $17.55 to $17.59 per share.
(14) Reflects a weighted average sale price of $17.56672 per share, at prices ranging from $17.53 to $17.64 per share.
(15) Reflects a weighted average sale price of $17.54673 per share, at prices ranging from $17.50 to $17.62 per share.
(16) Reflects a weighted average sale price of $17.58742 per share, at prices ranging from $17.55 to $17.62 per share.
(17) Reflects a weighted average sale price of $17.61059 per share, at prices ranging from $17.60 to $17.6467 per share.
(18) Reflects a weighted average sale price of $17.57503 per share, at prices ranging from $17.5479 to $17.63 per share.
(19) Reflects a weighted average sale price of $17.60630 per share, at prices ranging from $17.55 to $17.6478 per share.
(20) Reflects a weighted average sale price of $17.62654 per share, at prices ranging from $17.56 to $17.66 per share.
(21) Reflects a weighted average sale price of $17.63295 per share, at prices ranging from $17.58 to $17.69 per share.
(22) Reflects a weighted average sale price of $17.65729 per share, at prices ranging from $17.58 to $17.73 per share.
(23) Reflects a weighted average sale price of $17.69358 per share, at prices ranging from $17.60 to $17.80 per share.
(24) Reflects a weighted average sale price of $17.74951 per share, at prices ranging from $17.69 to $17.80 per share.
(25) Reflects a weighted average sale price of $17.65710 per share, at prices ranging from $17.58 to $17.71 per share.
(26) Reflects a weighted average sale price of $17.59810 per share, at prices ranging from $17.5739 to $17.64 per share.
(27) Reflects a weighted average sale price of $17.60218 per share, at prices ranging from $17.5713 to $17.65 per share.
(28) Reflects a weighted average sale price of $17.68999 per share, at prices ranging from $17.65 to $17.76 per share.