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Section 1: SC 13D/A (SC 13D/A)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

The Meet Group, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

58513U101

(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)

 

April 13, 2020

(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. 58513U101

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
3,535,151

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,535,151

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,535,151

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.97%

 

 

14.

Type of Reporting Person
IA; OO

 

2


 

CUSIP No. 58513U101

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
3,535,151

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,535,151

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,535,151

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.97%

 

 

14.

Type of Reporting Person
HC; OO

 

3


 

CUSIP No. 58513U101

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
3,535,151

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,535,151

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,535,151

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.97%

 

 

14.

Type of Reporting Person
HC; OO

 

4


 

CUSIP No. 58513U101

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
3,535,151

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,535,151

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,535,151

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.97%

 

 

14.

Type of Reporting Person
HC; IN

 

5


 

SCHEDULE 13D

 

This Amendment No. 2 (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 19, 2020, as amended by Amendment No. 1 to such statement filed with the SEC on April 9, 2020 (“Amendment No. 1”) (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 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 Form 10-K filed on March 12, 2020 that 71,088,853 Shares were issued and outstanding as of March 6, 2020.

 

(a)                                 As of the close of business April 13, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,535,151 Shares, which consisted of (i) 79,093 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,807,223 Shares held for the benefit of PRA Master Fund, (iii) 1,375,534 Shares held for the benefit of Constellation Fund; (iv) 115,509 Shares held for the benefit of Systematic Master Fund and (v) 157,792 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.

 

(b)                                 As of the close of business April 13, 2020, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 3,535,151 Shares, which consisted of (i) 79,093 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 1,807,223 Shares held for the benefit of PRA Master Fund, (iii) 1,375,534 Shares held for the benefit of Constellation Fund; (iv) 115,509 Shares held for the benefit of Systematic Master Fund and (v) 157,792 Shares held for the benefit of the ICAV, and all such Shares represented beneficial ownership of approximately 4.97% of the Shares.

 

(c)                                  Except as set forth on Schedule A attached hereto, the Funds had no transactions in the Shares since the filing of the 13D on April 9, 2020 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 as of the close of business on April 13, 2020.

 

6


 

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:           April 15, 2020

 

 

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

 

7


 

SCHEDULE A

 

Funds

 

Date

 

Number of Shares Sold

 

Price Per Share($) (1)(2)

 

04/09/2020

 

235,000

 

6.06251

(3)

04/13/2020

 

234,539

 

6.01515

(4)

 


(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 $6.06251 per share, at prices ranging from $6.03 to $6.10 per share.

 

(4) Reflects a weighted average purchase price of $6.01515 per share, at prices ranging from $5.96 to $6.07 per share.

 

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