Sec Form 3 Filing - Magnetar Financial LLC @ Great Ajax Corp. - 2020-08-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Magnetar Financial LLC
2. Issuer Name and Ticker or Trading Symbol
Great Ajax Corp. [ AJX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1603 ORRINGTON AVENUE, 13TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2020
(Street)
EVANSTON, IL60201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Warrants (right to buy) $ 10 ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 1,493,750 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series A Warrants (right to buy) $ 10 ( 1 ) ( 7 ) Common Stock, par value $0.01 per share 465,500 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series B Warrants (right to buy) $ 10 ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 3,506,250 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Series B Warrants (right to buy) $ 10 ( 1 ) ( 7 ) Common Stock, par value $0.01 per share 109,500 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Magnetar Financial LLC
1603 ORRINGTON AVENUE, 13TH FLOOR
EVANSTON, IL60201
X
Magnetar Capital Partners LP
1603 ORRINGTON AVENUE, 13TH FLOOR
EVANSTON, IL60201
X
Supernova Management LLC
1603 ORRINGTON AVENUE, 13TH FLOOR
EVANSTON, IL60201
X
Litowitz Alec N
1603 ORRINGTON AVENUE, 13TH FLOOR
EVANSTON, IL60201
X
Signatures
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP, as Sole Member of Magnetar Financial LLC 08/11/2020
Signature of Reporting Person Date
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP 08/11/2020
Signature of Reporting Person Date
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC 08/11/2020
Signature of Reporting Person Date
/s/ Alec N. Litowitz 08/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Warrants and Series B Warrants (collectively the "Warrants") became exercisable into shares of Common Stock, par value $0.01 per share ("Shares"), of Great Ajax Corp. (the "Issuer") at an exercise price per share of $10.00 on August 5, 2020.
( 2 )Represents (a)(i) 1,025,000 Series A Warrants and (ii) 2,975,000 Series B Warrants issued by the Issuer on April 6, 2020, and (b)(i) 468,750 Series A Warrants and (ii) 531,250 Series B Warrants issued by the Issuer on June 3, 2020. The aforementioned Warrants may be exercised, if at all, on or before 5:00 p.m., Eastern Time on April 6, 2025 (subject to earlier termination as set forth in the applicable Warrant).
( 3 )Magnetar Financial LLC ("MFL") serves as investment manager of each of Magnetar Constellation Fund V Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd and Magnetar Xing He Master Fund Ltd, which are Cayman Islands exempted companies, except for Longhorn Fund, which is a Delaware limited partnership. MFL is the manager of each of Magnetar Constellation Fund V LLC, Purpose Alternative Credit Fund - F LLC and Purpose Alternative Credit Fund - T LLC, which are Delaware limited liability companies.
( 4 )MFL is the general partner of Magnetar Structured Credit Fund, LP, a Delaware limited partnership (together with all of the foregoing funds, the "Magnetar Funds"). In such capacities, MFL exercises voting and investment power over the Warrants held for the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners LP ("MCP"), a Delaware limited partnership, is the sole member and parent holding company of MFL. Supernova Management LLC ("Supernova"), a Delaware limited liability company, is the sole general partner of MCP.
( 5 )The manager of Supernova is Alec N. Litowitz, a citizen of the United States of America.
( 6 )Each of the Magnetar Funds, MFL, MCP, Supernova and Alec N. Litowitz disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in the Warrants and the Shares issuable upon exercise of such Warrants.
( 7 )Represents (a) 465,500 Series A Warrants and (b) 109,500 Series B Warrants issued by the Issuer on May 7, 2020, which may be exercised, if at all, on or before 5:00 p.m., Eastern Time on May 7, 2025 (subject to earlier termination as set forth in the applicable Warrant).

Remarks:
Exhibit 99.1 - Joint Filing Agreement

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.