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. 60878Y108 |
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 |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
7,707,761 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
7,707,761 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
7,707,761 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.11% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
IA; OO |
| CUSIP No. 60878Y108 |
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 |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
7,707,761 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
7,707,761 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
7,707,761 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.11% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; OO |
| CUSIP No. 60878Y108 |
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 |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
7,707,761 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
7,707,761 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
7,707,761 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.11% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; OO |
| CUSIP No. 60878Y108 |
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 |
7. |
SOLE VOTING POWER |
| SHARES |
|
0 |
| BENEFICIALLY |
8. |
SHARED VOTING POWER |
| OWNED BY |
|
7,707,761 |
| EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER |
| PERSON |
|
0 |
| WITH |
10. |
SHARED DISPOSITIVE POWER |
| |
|
7,707,761 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| |
7,707,761 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
¨ |
| |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
| |
5.11% |
| 14. |
TYPE OF REPORTING PERSON |
| |
| |
HC; IN |
SCHEDULE
13D
| item 1. | security and issuer |
This
Schedule 13D (this “Statement”) relates to the common stock, $0.00001 par value (the “Shares”),
of Momentive Global Inc., a company incorporated in Delaware (the “Company”). The principal executive offices of the
Company is One Curiosity Way, San Mateo, CA 94403.
| 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 David J. Snyderman (“Mr. Snyderman”)
(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”),
and (ii) 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. Snyderman.
(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. Snyderman 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. Snyderman 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 7,707,761 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 $71,316,515.18 (excluding
commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired
the 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 8-K filed on March 14, 2023 that 150,689,947 Shares were outstanding as of March 10, 2023.
(a) As
of the close of business April 5, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 7,707,761
Shares, which consisted of (i) 6,549,452 Shares held for the benefit of PRA Master Fund and (ii) 1,158,309 Shares held for the
benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.11% of the Shares.
(b) As
of the close of business April 5, 2023, each of the Reporting Persons may have been deemed to share the power to vote and direct
the disposition of 7,707,761 Shares, which consisted of (i) 6,549,452 Shares held for the benefit of PRA Master Fund and (ii) 1,158,309
Shares held for the benefit of Systematic Master Fund and all such Shares represented beneficial ownership of approximately 5.11% 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 March 14,
2023:
On
March 13, 2023, Momentive Global Inc. (“Momentive”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Mercury Bidco LLC (“Parent”) and Mercury Merger Sub, Inc. (“Merger Sub”).
The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with
and into Momentive (the “Merger”), with Momentive continuing as the surviving corporation of the Merger and a wholly
owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are entities formed by an investor
consortium led by STG Partners, LLC (“STG”).
(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.
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 April 6, 2023
| |
magnetar
financial llc |
| |
|
| |
By: Magnetar Capital
Partners LP, its Sole Member |
| |
By: Supernova Management
LLC, its General Partner |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley
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 Stein |
| |
Name: |
Hayley
Stein |
| |
Title: Attorney-in-fact
for David J. Snyderman, Manager of Supernova Management LLC |
| |
|
| |
supernova
management llc |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: Attorney-in-fact
for David J. Snyderman, Manager |
| |
|
| |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/
Hayley Stein |
| |
Name: |
Hayley Stein |
| |
Title: Attorney-in-fact
for David J. Snyderman |
SCHEDULE A
Funds
| Date | |
Number of Shares Bought | | |
Price Per Share($) (1)(2) | |
| 3/14/2023 | |
| 3,619,169 | | |
| 9.23918 | (3) |
| 3/15/2023 | |
| 836,223 | | |
| 9.25675 | (4) |
| 3/16/2023 | |
| 321,899 | | |
| 9.27065 | (5) |
| 3/17/2023 | |
| 394,941 | | |
| 9.26107 | (6) |
| 3/20/2023 | |
| 319,385 | | |
| 9.26106 | (7) |
| 3/21/2023 | |
| 572,249 | | |
| 9.26610 | (8) |
| 3/22/2023 | |
| 326,999 | | |
| 9.26472 | (9) |
| 3/23/2023 | |
| 446,900 | | |
| 9.25894 | (10) |
| 3/24/2023 | |
| 333,198 | | |
| 9.26800 | (11) |
| 3/27/2023 | |
| 297,101 | | |
| 9.27757 | (12) |
| 3/28/2023 | |
| 83,704 | | |
| 9.27874 | (13) |
| 3/29/2023 | |
| 155,793 | | |
| 9.27615 | (14) |
| 3/30/2023 | |
| 200 | | |
| 9.28000 | |
(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 $9.23918 per share, at prices ranging from $9.2 to $9.28 per share.
(4) Reflects a weighted average purchase
price of $9.25675 per share, at prices ranging from $9.225 to $9.28 per share.
(5) Reflects a weighted average purchase
price of $9.27065 per share, at prices ranging from $9.255 to $9.28 per share.
(6) Reflects a weighted average purchase
price of $9.26107 per share, at prices ranging from $9.25 to $9.28 per share.
(7) Reflects a weighted average purchase
price of $9.26106 per share, at prices ranging from $9.245 to $9.27 per share.
(8) Reflects a weighted average purchase
price of $9.26610 per share, at prices ranging from $9.25 to $9.28 per share.
(9) Reflects a weighted average purchase
price of $9.26472 per share, at prices ranging from $9.255 to $9.27 per share.
(10) Reflects a weighted average
purchase price of $9.25894 per share, at prices ranging from $9.25 to $9.27 per share.
(11) Reflects a weighted average purchase price
of $9.26800 per share, at prices ranging from $9.26 to $9.28 per share.
(12) Reflects a weighted average purchase price
of $9.27757 per share, at prices ranging from $9.26 to $9.28per share.
(13) Reflects a weighted average purchase price
of $9.27874 per share, at prices ranging from $9.275 to $9.28 per share.
(14) Reflects a weighted average purchase price
of $9.27615 per share, at prices ranging from $9.27 to $9.28 per share.
EXHIBIT INDEX