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. 46071F103
|
|
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
2,543,999
|
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
2,543,999
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,543,999
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
|
14.
|
TYPE
OF REPORTING PERSON
IA; OO
|
|
CUSIP No. 46071F103
|
|
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
2,543,999
|
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
2,543,999
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,543,999
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
|
14.
|
TYPE
OF REPORTING PERSON
HC; OO
|
|
CUSIP No. 46071F103
|
|
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
2,543,999
|
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
2,543,999
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,543,999
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
|
14.
|
TYPE
OF REPORTING PERSON
HC; OO
|
|
CUSIP No. 46071F103
|
|
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
2,543,999
|
|
EACH REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
2,543,999
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,543,999
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
|
14.
|
TYPE
OF REPORTING PERSON
HC; IN
|
SCHEDULE
13D
|
|
item 1.
|
security and issuer
|
This Schedule 13D (this
“Statement”) relates to the common stock, $0.001 par value (the “Shares”), of Intersect ENT, Inc.,
a company incorporated in Delaware (the “Company”). The principal executive offices of the Company is 1555 Adams Drive,
Menlo Park, California, 94025.
|
|
Item 2.
|
identity and background
|
(a) The
persons filing this Statement are 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”).
This Statement relates to
Shares held for the accounts of each of (i) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar
Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), collectively (the
“Funds”).
Magnetar Financial is a Securities
and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act
of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of
the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of
the Funds. 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.
(b) The
business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent
holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of
Magnetar Capital Partners; and Mr. Litowitz is a citizen of the United States of America, manager of Supernova Management and Chief
Executive Officer of Magnetar Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is
a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
|
|
Item 3.
|
source and amount of funds or other consideration
|
The aggregate amount of funds used by the Reporting Persons in purchasing
the 2,543,999 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time,
have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting
Persons in purchasing the Shares on behalf of the Funds was $69,993,056.02 (excluding commissions and other execution-related costs).
|
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
The Reporting Persons acquired the 2,543,999 Shares reported herein
on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration
described below upon consummation of the Merger (as described below).
Each of the Reporting Persons
reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect
to any or all of the matters referred to in this Item 4.
Other than as described above
in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified
in clauses (a) through (j) of Item 4 to Schedule 13D.
|
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
The Company reported in their
Form 10-Q filed on August 6, 2021 that 333,314,586 Shares were issued and outstanding as of July 30, 2021.
(a) As
of the close of business August 18, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,543,999
Shares, which consisted of (i) 1,457,886 Shares held for the benefit of PRA Master Fund, (ii) 816,080 Shares held for the benefit
of Constellation Fund; and (iii) 270,033 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial
ownership of approximately 7.64% of the Shares.
(b) As
of the close of business August 18, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 2,543,999 Shares, which consisted of (i) 1,457,886 Shares held for the benefit of PRA Master Fund, (ii) 816,080
Shares held for the benefit of Constellation Fund; and (iii) 270,033 Shares held for the benefit of Systematic Master Fund, and all
such Shares represented beneficial ownership of approximately 7.64% 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 the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on August 6,
2021:
Intersect ENT, Inc., a Delaware
corporation (the “Company” or “Intersect”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Medtronic, Inc., a Minnesota corporation (“Parent”), and Project Kraken Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger
of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary
of Parent. Pursuant to the Merger Agreement, on the terms and subject to the conditions thereof, Purchaser will commence a cash tender
offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company, $0.001 par value
per share (the “Shares”), at a purchase price of $38.00 per Share in cash (the “Offer Price”),
without interest and subject to any withholding of taxes required by applicable legal requirements.
At the effective time of the Merger
(the “Effective Time”), each:
|
|
i.
|
share of Company common stock, par value $0.001 per share (“Company Common Stock”) issued and outstanding as of immediately
prior to the Effective Time (other than shares owned by the Company as treasury stock, shares owned by Parent or shares held by a Company
stockholder who properly demands appraisal for such dissenting shares) will be cancelled and retired, and automatically converted into
the right to receive cash in an amount equal to $28.25, without interest (the “Per Share Price”);
|
|
|
ii.
|
share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be canceled and
converted into the right to receive an amount in cash equal to the Per Share Price multiplied by a factor of 1,000;
|
|
|
iii.
|
stock option granted by the Company to purchase Company Common Stock (each, a “Company Option”), restricted stock unit
award (each, a “Company RSU”) and restricted stock unit award with performance-based vesting requirements (each, a “Company
PSU”) that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vests solely
as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) will
be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number
of shares subject to such Vested Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of
the Per Share Price over such Company Option’s per share exercise price);
|
|
|
iv.
|
Company Option not subject to performance-based vesting requirements and Company RSU that is unexpired, unexercised, outstanding and
unvested as of immediately prior to the Effective Time (each, an “Unvested Non-Performance Award”) will be canceled and automatically
converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of shares subject to such
Unvested Non-Performance Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per
Share Price over such Company Option’s per share exercise price); and
|
|
|
v.
|
Company Option subject to performance-based vesting requirements and Company PSU that is unexpired, unexercised, and outstanding as
of immediately prior to the Effective Time that is not a Vested Award will be automatically cancelled and terminated without payment or
distribution being made in respect thereof. For the avoidance of doubt, any Company Options (whether vested or unvested) with a per share
exercise price equal to or greater than the Per Share Price will be cancelled immediately upon the Effective Time without payment or consideration.
|
(d) No
other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.
|
|
Item 6.
|
contracts,
arrangements, understandings or relationships with respect to the securities of the issuer
|
Pursuant to Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint
filing of this Statement, and any amendment or amendments hereto.
Except as otherwise described
herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among
or between the Reporting Persons or any other person or entity.
|
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
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: August 19,
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 Bought
|
Price Per Share($) (1)(2)
|
|
8/6/2021
|
1,616,812
|
27.45007 (3)
|
|
8/9/2021
|
467,699
|
27.57599 (4)
|
|
8/10/2021
|
96,606
|
27.75402 (5)
|
|
8/11/2021
|
362,882
|
27.64807 (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 $27.45007 per share, at prices ranging from $27.17 to $27.77 per share.
(4) Reflects a weighted average purchase
price of $27.57599 per share, at prices ranging from $27.39 to $27.83 per share.
(5) Reflects a weighted average purchase
price of $27.75402 per share, at prices ranging from $27.59 to $27.94 per share.
(6) Reflects a weighted average purchase price
of $27.64807 per share, at prices ranging from $27.53 to $27.93 per share.
EXHIBIT INDEX
