Amended Statement of Ownership (sc 13g/a)
07 Janvier 2022 - 5:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Evolv Technologies Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class
of Securities)
30049H102
(CUSIP Number)
December 31, 2021
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x Rule
13d-1(b)
o 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. 30049H102
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR FINANCIAL LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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6,772,915
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,772,915
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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6,772,915
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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4.59%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No.
30049H102
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1
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NAMES OF REPORTING PERSONS
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MAGNETAR CAPITAL PARTNERS LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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6,772,915
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,772,915
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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6,772,915
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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4.59%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, PN
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CUSIP No.
30049H102
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1
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NAMES OF REPORTING PERSONS
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SUPERNOVA MANAGEMENT LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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6,772,915
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
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8
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SHARED DISPOSITIVE POWER
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6,772,915
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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6,772,915
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|
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|
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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4.59%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, OO
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CUSIP No.
30049H102
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1
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NAMES OF REPORTING PERSONS
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ALEC N. LITOWITZ
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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5
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SOLE VOTING POWER 0
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER
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|
BENEFICIALLY
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6,772,915
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER 0
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PERSON
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WITH:
|
|
|
|
|
|
|
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|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
6,772,915
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
|
|
|
|
6,772,915
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
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|
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4.59%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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SCHEDULE 13G
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Item 1(a)
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Name of Issuer.
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Evolv Technologies
Holdings, Inc. (the “Issuer”)
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Item 1(b)
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Address of Issuer’s
Principal Executive Offices.
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12141 WICKCHESTER
LANE, SUITE 325
HOUSTON, TX 77079
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Item 2(a)
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Name of Person Filing.
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This statement
is filed on behalf of each of the following person (collectively, the “Reporting Persons”):
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i)
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Magnetar Financial
LLC (“Magnetar Financial”);
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ii)
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Magnetar Capital
Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova
Management LLC (“Supernova Management”); and
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iv)
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Alec N. Litowitz
(“Mr. Litowitz”).
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This statement relates to the Shares
(as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master
Fund, Ltd (“Constellation Master Fund”), Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Xing He
Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose Fund"), Magnetar SC Fund
Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”),
Magnetar Longhorn Fund LP (“Longhorn Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit
Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively
(the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar
Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners
serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital
Partners. The manager of Supernova Management is Mr. Litowitz.
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Item 2(b)
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Address of Principal Business
Office.
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The address of the
principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington
Avenue, 13th Floor, Evanston, Illinois 60201.
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Item 2(c)
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Place of Organization.
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i)
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Magnetar Financial
is a Delaware limited liability company;
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ii)
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Magnetar Capital
Partners is a Delaware limited partnership;
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iii)
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Supernova
Management is a Delaware limited liability company; and
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iv)
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Mr. Litowitz
is a citizen of the United States of America.
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Item 2(d)
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Title of Class of Securities.
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Common
Stock
30049H102
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount
Beneficially Owned:
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As
of January 7, 2022, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 6,772,915 Shares.
The amount consists of (A) 696,737 Shares held for the account of Constellation Fund II; (B) 2,437,452 Shares held for the account of
Constellation Master Fund; (C) 217,500 Shares held for the account of Master Fund; (D) 842,060 Shares held for the account of Xing He
Master Fund; (E) 335,380 Shares held of the account of Purpose Fund; (F) 600,347 Shares held of the account of SC Fund; (G) 923,247 Shares
held of the account of Structured Credit Fund; (H) 137,000 Shares held of the account of Longhorn Fund; (I) 444,004 Shares held of the
account of Lake Credit Fund; and (J) 139,188 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent
approximately 4.59% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares
of the Issuer).
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Item 4(b)
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Percent
of Class:
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(i) As of January
7, 2022, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 4.59% of the total number of shares
outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 15, 2021, there were approximately
142,435,281 Shares outstanding as of September 30, 2021).
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Item4(c)
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Number of Shares of which such
person has:
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Magnetar Financial,
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
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(i)
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Sole power to vote or to direct the vote:
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0
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(ii)
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Shared power to vote or to direct the vote :
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6,772,915
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(iii)
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Sole power to dispose or to direct the disposition of:
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0
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(iv)
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Shared power to dispose or to direct the disposition of:
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6,772,915
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Item 5
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Ownership of Five Percent or
Less of a Class.
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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 x.
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Item 6
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Ownership of More Than Five Percent
on Behalf of Another Person.
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This Item 6 is not
applicable.
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Item 7
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Identification and Classification
of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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This Item 7 is not
applicable.
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Item 8
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Identification and Classification
of Members of the Group.
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This Item 8 is not
applicable.
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Item 9
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Notice of Dissolution of Group.
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This Item 9 is not
applicable.
By
signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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.
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Date: January 7, 2022
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magnetar
financial llc
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By:
Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec
N. Litowitz
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Title:
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Manager
of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date: January 7, 2022
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MAGNETAR CAPITAL PARTNERS LP
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By:
Supernova Management LLC, its General Partner
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec
N. Litowitz
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Title:
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Manager
of Supernova Management LLC
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Date: January 7, 2022
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec
N. Litowitz
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Title:
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Manager
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Date: January 7, 2022
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/s/
Alec N. Litowitz
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Alec
N. Litowitz
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