UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _3_)*
NEOVASC INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
64065J304
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| | | |
| o | Rule 13d-1(c) |
| | | |
| o | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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. 64065J304
| 1 | NAMES OF REPORTING PERSONS |
| MAGNETAR FINANCIAL LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ |
| (b) ¨ |
| 3 | SEC USE ONLY |
| |
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware |
| |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER |
| 0 |
| 6 | SHARED VOTING POWER |
1,471,1041 |
| | |
| 7 | SOLE DISPOSITIVE POWER |
| 0 |
| | |
| 8 | SHARED DISPOSITIVE POWER |
1,471,1041 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,471,1041 |
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ¨ |
| |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
4.95% |
| |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IA, OO |
1 Includes certain warrants that are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP No. 64065J304
| 1 | NAMES OF REPORTING PERSONS |
| MAGNETAR CAPITAL PARTNERS LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ |
| (b) ¨ |
| 3 | SEC USE ONLY |
| |
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
| |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER |
| 0 |
| 6 | SHARED VOTING POWER |
1,471,1041 |
| | |
| 7 | SOLE DISPOSITIVE POWER |
| 0 |
| | |
| 8 | SHARED DISPOSITIVE POWER |
1,471,1041 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,471,1041 |
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ¨ |
| |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
4.95% |
| |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IA, OO |
1 Includes certain warrants that are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP No. 64065J304
| 1 | NAMES OF REPORTING PERSONS |
| SUPERNOVA MANAGEMENT LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ |
| (b) ¨ |
| 3 | SEC USE ONLY |
| |
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
| |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER |
| 0 |
| 6 | SHARED VOTING POWER |
1,471,1041 |
| | |
| 7 | SOLE DISPOSITIVE POWER |
| 0 |
| | |
| 8 | SHARED DISPOSITIVE POWER |
1,471,1041 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,471,1041 |
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ¨ |
| |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
4.95% |
| |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC, OO |
1 Includes certain warrants that are exercisable immediately at the option of the holder. See Item 4 herein.
CUSIP No. 64065J304
| 1 | NAMES OF REPORTING PERSONS |
| ALEC N. LITOWITZ |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ¨ |
| (b) ¨ |
| 3 | SEC USE ONLY |
| |
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware |
| |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: | 5 | SOLE VOTING POWER |
| 0 |
| 6 | SHARED VOTING POWER |
1,471,1041 |
| | |
| 7 | SOLE DISPOSITIVE POWER |
| 0 |
| | |
| 8 | SHARED DISPOSITIVE POWER |
1,471,1041 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
1,471,1041 |
| |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ¨ |
| |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
4.95% |
| |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| HC, IN |
1 Includes certain warrants that are exercisable immediately at the option of the holder. See Item 4 herein.
SCHEDULE 13G
Neovasc Inc. (the “Company”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
Suite 5138 – 13562 Maycrest Way
Richmond, British Columbia, Canada V6V 2J7
| Item 2(a) | Name of Person Filing. |
This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):
| i) | Magnetar Financial LLC (“Magnetar Financial”); |
| | | |
| ii) | Magnetar Capital Partners LP (Magnetar Capital Partners”); |
| | | |
| iii) | Supernova Management LLC (“Supernova Management”); and |
| | | |
| iv) | Alec N. Litowitz (“Mr. Litowitz”). |
This statement relates to the Shares (as defined herein) held for Magnetar Equity Opportunities Master Fund Ltd, Magnetar Constellation Fund II, Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Andromeda Select Master Fund Ltd, Magnetar Capital Master Fund Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, all Cayman Islands exempted companies, and Magnetar Structured Credit Fund, LP, a Delaware limited partnership (the “Magnetar Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the common Shares held for the Magnetar Funds’ accounts. 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.
| Item 2(b) | Address of Principal Business Office. |
The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
| Item 2(c) | Place of Organization. |
| i) | Magnetar Financial is a Delaware limited liability company; |
| | | |
| ii) | Magnetar Capital Partners is a Delaware limited partnership; |
| | | |
| iii) | Supernova Management is a Delaware limited liability company; and |
| | | |
| iv) | Mr. Litowitz is a citizen of the United States of America. |
| Item 2(d) | Title of Class of Securities. |
Common Stock, no par value (the “Shares”)
64065J304
(e) x An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2020, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 1,471,104 Shares. The amount consists of (A) 642,345 Shares held for the account Magnetar Equity Opportunities Master Fund Ltd ; (B) 95,115 Shares held for the account of Magnetar Constellation Fund II, Ltd; (C) 293,237 Shares held for the account of Magnetar Constellation Master Fund, Ltd; (D) 96,476 Shares held for the account of Magnetar Andromeda Select Master Fund Ltd; (E) 96,477 Shares held for the account of Magnetar Capital Master Fund Ltd; (F) 69,369 Shares held for the account of Magnetar Structured Credit Fund, LP; (G) 92,009 Shares held for the account of Magnetar Xing He Master Fund Ltd; and (H) 86,076 Shares held for the account of Magnetar SC Fund Ltd. The Shares include the Shares that would result from exercising the warrants held in each of the accounts of the Magnetar Funds. The Shares held by the Magnetar Funds represent approximately 4.95% (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Shares of the Issuer).
| Item 4(b) | Percent of Class: |
As of December 31, 2020, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz were deemed to be the beneficial owner constituting approximately 4.95% of the total number of Shares outstanding subject to the blocker provision discussed above (based on 28,965,584 Shares outstanding as of February 3, 2021as reported in the Company's Prospectus Supplement filed with the Securities and Exchange Commission on February 4, 2021 plus 750,000 Shares that will be issued upon exercising the warrants held in each of the accounts of the Magnetar Funds ).
| Item4(c) | Number of Shares of which such person has: |
Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
| (i) | Sole power to vote or to direct the vote: | 0 |
| (ii) | Shared power to vote or to direct the vote : | 1,471,1041 |
| (iii) | Sole power to dispose or to direct the disposition of: | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | 1,471,1041 |
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
1 Includes certain warrants that are exercisable immediately at the option of the holder. See Item 4 herein..
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
This Item 7 is not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
| Item 9 | Notice of Dissolution of Group. |
This Item 9 is not applicable.
By signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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: | February 12, 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 |
| Date: | February 12, 2021 | magnetar capital partners LP |
| | By: | Supernova Management LLC, its General Partner |
| | | |
| | By: | /s/ Alec N. Litowitz |
| | Name: | Alec N. Litowitz |
| | Title: | Manager of Supernova Management LLC |
| | |
| Date: | February 12, 2021 | supernova management llc |
| | By: | /s/ Alec N. Litowitz |
| | Name: | Alec N. Litowitz |
| | Title: | Manager |
| Date: | February 12, 2021 | /s/ Alec N. Litowitz |
| | Alec N. Litowitz |
