Sec Form 4 Filing - Magnetar Financial LLC @ Churchill Capital Corp VII - 2024-01-16

FORM 4 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 VII [ CVII] 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) 01/16/2024 (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 01/16/2024 S 52 D $ 10.53 4,370,519 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 01/16/2024 S 8 D $ 10.53 668,310 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) Class A Common Stock 01/16/2024 S 21 D $ 10.53 1,750,327 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) Class A Common Stock 01/16/2024 S 19 D $ 10.53 1,516,950 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 7 ) Class A Common Stock 01/17/2024 S 52 D $ 10.54 4,370,467 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 01/17/2024 S 9 D $ 10.5411 ( 8 ) 668,301 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) Class A Common Stock 01/17/2024 S 21 D $ 10.54 1,750,306 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) Class A Common Stock 01/17/2024 S 19 D $ 10.54 1,516,931 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 7 )

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 01/18/2024 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 01/18/2024 Signature of Reporting Person Date /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC 01/18/2024 Signature of Reporting Person Date /s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman 01/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company, Magnetar Lake Credit Fund LLC, a Delaware limited liability company, Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company (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 Class A Common Stock. ( 4 )These securities are held directly by Magnetar Constellation Master Fund, Ltd. ( 5 )These securities are held directly by Magnetar Lake Credit Fund LLC. ( 6 )These securities are held directly by Magnetar Structured Credit Fund, LP. ( 7 )These securities are held directly by Magnetar Xing He Master Fund Ltd. ( 8 )This transaction was executed in multiple trades at prices ranging from $10.54 to $10.55, inclusive. The price reported reflects the weighted average sale price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares of Class A Common Stock sold at each separate price within the range set forth in footnote (8) of this Form 4.

Remarks: A joint filing agreement was filed as Exhibit 99.1 to the Form 3 jointly filed with the SEC by the Reporting Persons on May 26, 2023 and is incorporated by reference herein.

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).

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