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Section 1: SC 13G (SC 13G)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

GRAF INDUSTRIAL CORP.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

384278206

(CUSIP Number)

October 16, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 384278206

 

 

1

Names of Reporting Persons
Magnetar Constellation Master Fund, Ltd

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
1,679,100

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,679,100

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,679,100

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.97%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

2


 

SCHEDULE 13G

 

Item 1(a)

Name of Issuer.
Graf Industrial Corp.

Item 1(b)

Address of Issuer’s Principal Executive Offices.
118 Vintage Park Blvd., Suite W-222

Houston, Texas 77070

 

Item 2(a)

Name of Person Filing.
Magnetar Constellation Master Fund, Ltd

Item 2(b)

Address of Principal Business Office.
1603 Orrington Avenue, Suite 1300

Evanston, Illinois, 60201

Item 2(c)

Place of Organization.
Cayman Islands exempted company

Item 2(d)

Title of Class of Securities.
Common Stock, par value $0.0001 per share (the “Shares”)

Item 2(e)

CUSIP Number.
384278206

 

Item 3

Reporting Person.

 

Not Applicable

 

3


 

Item 4

Ownership.

Item 4(a)

 

Amount beneficially owned:   

As of October 18, 2018, Magnetar Constellation Master Fund, Ltd held 1,679,100 Shares.

Item 4(b)

 

Percent of class:   

As of October 18, 2018, Magnetar Constellation Master Fund, Ltd was deemed to be the beneficial owner constituting approximately 5.97% of the total number of Shares outstanding (based upon the information provided by the Issuer in its Prospectus filed on October 16, 2018, there were approximately 28,125,000 Shares outstanding, which includes Founder Shares as of October 16, 2018).

Item 4(c)

 

Number of shares of which such person has:

Magnetar Constellation Master Fund, Ltd

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,679,100

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,679,100

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable

 

Item 8

Identification and Classification of Members of the Group.

 

Not Applicable

 

Item 9

Notice of Dissolution of Group.

 

Not Applicable

 

4


 

Item 10

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

 

Date: October 19, 2018

MAGNETAR CONSTELLATION MASTER FUND, LTD

 

 

 

By: Magnetar Financial LLC, its Investment Manager

 

 

 

 

By:

/s/ Michael Turro

 

Name:

Michael Turro

 

Title:

Chief Compliance Officer

 

5


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