Sec Form 3 Filing - Magnetar Financial LLC @ Churchill Capital Corp V - 2023-03-14

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

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1. Name and Address of Reporting Person Magnetar Financial LLC 2. Issuer Name and Ticker or Trading Symbol Churchill Capital Corp V [ CCV] 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) 03/14/2023 (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 Class A Common Stock 266,876 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 960,300 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) Class A Common Stock 167,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) Class A Common Stock 326,184 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 7 ) Class A Common Stock 209,852 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 8 )

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

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 Snyderman David J. 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON, IL60201 X Signatures /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC 03/24/2023 Signature of Reporting Person Date /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP 03/24/2023 Signature of Reporting Person Date /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC 03/24/2023 Signature of Reporting Person Date /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman 03/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Magnetar Financial LLC ("Magnetar Financial") serves as investment manager of each of Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Systematic Multi-Strategy Master Fund Ltd, Magnetar Xing He Master Fund Ltd, and Magnetar SC Fund Ltd, all of which are Cayman Islands exempted companies (collectively, the "Magnetar Funds"). ( 2 )Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America. ( 3 )Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of the Issuer's Common Stock. ( 4 )These securities are held directly by Magnetar Constellation Fund II, Ltd. ( 5 )These securities are held directly by Magnetar Constellation Master Fund, Ltd. ( 6 )These securities are held directly by Magnetar Systematic Multi-Strategy Master Fund Ltd. ( 7 )These securities are held directly by Magnetar Xing He Master Fund Ltd. ( 8 )These securities are held directly by Magnetar SC Fund Ltd.

Remarks: This Form 3 is being filed solely due to the redemption of 35,223,748 shares of the Issuer's Class A common stock by Issuer's stockholders on March 14, 2023, after which the Reporting Persons' aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Issuer's Class A common stock since being pushed over 10% due to the redemptions on March 14, 2023. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Limited Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 2, 2023).

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).

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