UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SP
PLUS CORPORATION
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
78469C103
(CUSIP Number of Class of Securities)
David J. Snyderman
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 17,
2024
(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. 78469C103 |
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
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
| 8. |
SHARED
VOTING POWER
0
|
| 9. |
SOLE
DISPOSITIVE POWER
0
|
| 10. |
SHARED
DISPOSITIVE POWER
0
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14. |
TYPE
OF REPORTING PERSON
IA; OO |
| CUSIP
No. 78469C103 |
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
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
| 8. |
SHARED
VOTING POWER
0
|
| 9. |
SOLE
DISPOSITIVE POWER
0
|
| 10. |
SHARED
DISPOSITIVE POWER
0
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14. |
TYPE
OF REPORTING PERSON
HC; OO |
| CUSIP
No. 78469C103 |
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
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
| 8. |
SHARED
VOTING POWER
0
|
| 9. |
SOLE
DISPOSITIVE POWER
0
|
| 10. |
SHARED
DISPOSITIVE POWER
0
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14. |
TYPE
OF REPORTING PERSON
HC; OO |
| CUSIP
No. 78469C103 |
SCHEDULE 13D |
Page 5 of 10 |
| 1. |
NAME
OF REPORTING PERSON:
David
J. Snyderman |
| 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
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
0
|
| 8. |
SHARED
VOTING POWER
0
|
| 9. |
SOLE
DISPOSITIVE POWER
0
|
| 10. |
SHARED
DISPOSITIVE POWER
0
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14. |
TYPE
OF REPORTING PERSON
HC; IN |
SCHEDULE 13D
This
Amendment No. 1 (“Amendment No. 1”) 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 David J. Snyderman (“Mr. Snyderman”) with the SEC on
November 24, 2023, (as amended by this Amendment No. 1, the “Schedule
13D”). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more
than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an
exit filing for the Reporting Persons.
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:
Since the filing of Schedule
D on November 24, 2023, on May 16, 2023, the Issuer consummated the merger (the “Merger”) pursuant to which each
issued and outstanding Share was cancelled and converted into the right to receive $54.00 in cash, without interest. In connection with
the Merger, the Reporting Persons’ 1,020,537 Shares, which consisted of 44,194 Shares sold for the benefit of Relative Value Master
Fund, 201,120 Shares sold for the benefit of Systematic Master Fund and 775,223 Shares sold for the benefit of PRA Master Fund, were
cancelled and converted into the right to receive $54.00 in cash, without interest. The Managed Account had disposed of its shares before
the Merger.
| ITEM
5. | INTEREST
IN SECURITIES OF THE ISSUER |
Item 5(a)-(c) and (e) of the Schedule
13D is hereby amended to add the following information for updating:
(a) As
of the closing of the Merger on May 16, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of
0 Shares.
(b) As
of the closing of the Merger on May 16, 2024, each of the Reporting Persons may have been deemed to share the power to vote and
direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares.
(c) The
response to Item 4 of this Amendment No. 1 is incorporated herein by reference. Except as set forth in Item 4 of this Amendment
No. 1, the Funds had no transactions in the Shares since the filing of the Schedule D on November 24, 2023.
(d) As
of May 16, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.
SCHEDULE A
Funds
| Date |
Number
of Shares Bought |
Price
Per Share($) (1)(2) |
| 12/4/2023 |
5781 |
50.91079
(3) |
| 12/5/2023 |
9154 |
51.15824
(4) |
| 12/6/2023 |
3864 |
51.34352
(5) |
| 12/7/2023 |
3986 |
51.37196(6) |
(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 $50.91079
per share, at prices ranging from $50.78 to $51.07 per share.
(4) Reflects a weighted average purchase price of $51.15824
per share, at prices ranging from $50.79 to $51.415 per share.
(5) Reflects a weighted average purchase price of $51.34352
per share, at prices ranging from $51.24 to $51.47 per share.
(6) Reflects a weighted average purchase price of $51.37196
per share, at prices ranging from $51.3 to $51.49 per share.
Funds
| Date |
Number
of Shares Sold |
Price
Per Share($) (1)(2) |
| 5/13/2024 |
3800 |
$53.50316
(3) |
| 5/14/2024 |
676 |
$53.91464(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 sale price of $53.50316 per Share, at
prices ranging from $53.5 to $53.51 per Share. |
| (4) | Reflects a weighted average sale price of $53.91464 per Share, at
prices ranging from $53.59 to $53.975 per Share. |
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 21,
2024
| |
magnetar
financial llc |
| |
|
| |
By: |
Magnetar Capital Partners LP, its
Sole Member |
| |
By: |
Supernova Management LLC, its General Partner |
| |
|
| |
By: |
/s/ Hayley A.
Stein |
| |
Name: |
Hayley A. Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager
of Supernova Management LLC |
| |
|
| |
magnetar
capital partners LP |
| |
|
| |
By: |
Supernova Management LLC, its General Partner |
| |
|
| |
By: |
/s/ Hayley A.
Stein |
| |
Name: |
Hayley A.
Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager
of Supernova Management LLC |
| |
|
| |
supernova
management llc |
| |
|
| |
By: |
/s/ Hayley A.
Stein |
| |
Name: |
Hayley A.
Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
|
| |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/ Hayley A.
Stein |
| |
Name: |
Hayley A.
Stein |
| |
Title: |
Attorney-in-fact for David J. Snyderman |
EXHIBIT INDEX
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement
on Schedule 13D with respect to the Shares of SP Plus Corporation dated as of May 21, 2024 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with
the previsions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date:
May 21, 2024 |
magnetar financial llc |
| |
| |
|
By: Magnetar Capital Partners LP, its Sole Member |
| |
| |
|
By: |
/s/ Hayley A. Stein |
| |
|
Name: |
Hayley A. Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
| Date:
May 21, 2024 |
magnetar capital partners LP |
| |
| |
|
By: Supernova Management LLC, its General Partner |
| |
| |
|
By: |
/s/ Hayley A. Stein |
| |
|
Name: |
Hayley A. Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC |
| |
| Date:
May 21, 2024 |
supernova management llc |
| |
| |
|
By: |
/s/ Hayley A. Stein |
| |
|
Name: |
Hayley A. Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman, Manager |
| |
| Date: May 21, 2024 |
DAVID J. SNYDERMAN |
| |
| |
|
By: |
/s/ Hayley A. Stein |
| |
|
Name: |
Hayley A. Stein |
| |
|
Title: |
Attorney-in-fact for David J. Snyderman |
EXHIBIT 99.2
LIMITED POWER OF ATTORNEY
Know all by these present,
that I, David J. Snyderman, hereby make, constitute and appoint each of _Michael Turro_, Karl Wachter_ and Hayley
Stein_, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose
of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or in other capacities of Supernova
Management LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or
Supernova Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”)
to be filed with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities
and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without
limitation, all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G
and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any
initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5.
All past acts of the attorney-in-fact
in furtherance of the foregoing are hereby ratified and confirmed.
This
Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined
herein as of a later date.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __22__ day of December, 2022.
| |
/s/ David J. Snyderman |
| |
David J. Snyderman |
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