UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 – Exit Filing)*
ZURA BIO LIMITED
(Name of Issuer)
Common Stock – Class A
(Title of Class of Securities)
G50752107
(CUSIP Number)
December 31, 2023
(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)
¨ Rule 13d-1(c)
¨ 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. G50752107
| 1 | ||
| NAMES OF REPORTING PERSONS | ||
| MAGNETAR FINANCIAL LLC | ||
| 2 | ||
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||
| (a) o | ||
| (b) o | ||
| 3 | ||
| SEC USE ONLY | ||
| 4 | ||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware |
| 5 | |||
| SOLE VOTING POWER | |||
| 0 | |||
| NUMBER OF | 6 | ||
| SHARES | SHARED VOTING POWER | ||
| BENEFICIALLY | |||
| OWNED BY | 0 | ||
| EACH | 7 | ||
| REPORTING | SOLE DISPOSITIVE POWER | ||
| PERSON | |||
| WITH: | 0 | ||
| 8 | |||
| SHARED DISPOSITIVE POWER | |||
| 0 | |||
| 9 | ||
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 0 | ||
| 10 | ||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| o | ||
| 11 | ||
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 0.00% | ||
| 12 | ||
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| IA, OO |
CUSIP No. G50752107
| 1 | ||
| NAMES OF REPORTING PERSONS | ||
| MAGNETAR CAPITAL PARTNERS LP | ||
| 2 | ||
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||
| (a) o | ||
| (b) o | ||
| 3 | ||
| SEC USE ONLY | ||
| 4 | ||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware |
| 5 | |||
| SOLE VOTING POWER | |||
| 0 | |||
| NUMBER OF | 6 | ||
| SHARES | SHARED VOTING POWER | ||
| BENEFICIALLY | |||
| OWNED BY | 0 | ||
| EACH | 7 | ||
| REPORTING | SOLE DISPOSITIVE POWER | ||
| PERSON | |||
| WITH: | 0 | ||
| 8 | |||
| SHARED DISPOSITIVE POWER | |||
| 0 | |||
| 9 | ||
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 0 | ||
| 10 | ||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| o | ||
| 11 | ||
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 0.00% | ||
| 12 | ||
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| HC, PN |
CUSIP No. G50752107
| 1 | ||
| NAMES OF REPORTING PERSONS | ||
| SUPERNOVA MANAGEMENT LLC | ||
| 2 | ||
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||
| (a) o | ||
| (b) o | ||
| 3 | ||
| SEC USE ONLY | ||
| 4 | ||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware |
| 5 | |||
| SOLE VOTING POWER | |||
| 0 | |||
| NUMBER OF | 6 | ||
| SHARES | SHARED VOTING POWER | ||
| BENEFICIALLY | |||
| OWNED BY | 0 | ||
| EACH | 7 | ||
| REPORTING | SOLE DISPOSITIVE POWER | ||
| PERSON | |||
| WITH: | 0 | ||
| 8 | |||
| SHARED DISPOSITIVE POWER | |||
| 0 | |||
| 9 | ||
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 0 | ||
| 10 | ||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| o | ||
| 11 | ||
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 0.00% | ||
| 12 | ||
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| HC, OO |
CUSIP No. G50752107
| 1 | ||
| NAMES OF REPORTING PERSONS | ||
| DAVID J. SNYDERMAN | ||
| 2 | ||
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||
| (a) o | ||
| (b) o | ||
| 3 | ||
| SEC USE ONLY | ||
| 4 | ||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States of America |
| 5 | |||
| SOLE VOTING POWER | |||
| 0 | |||
| NUMBER OF | 6 | ||
| SHARES | SHARED VOTING POWER | ||
| BENEFICIALLY | |||
| OWNED BY | 0 | ||
| EACH | 7 | ||
| REPORTING | SOLE DISPOSITIVE POWER | ||
| PERSON | |||
| WITH: | 0 | ||
| 8 | |||
| SHARED DISPOSITIVE POWER | |||
| 0 | |||
| 9 | ||
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 0 | ||
| 10 | ||
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| o | ||
| 11 | ||
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 0.00% | ||
| 12 | ||
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| HC, IN |
SCHEDULE 13G
| Item 1(a) | Name of Issuer. |
ZURA BIO LIMITED (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
1489 W. Warm Spring Rd. #110
Henderson, NV 89014
| 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) | David J. Snyderman (“Mr. Snyderman”). |
Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the 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. Snyderman.
| 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. Snyderman 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. Snyderman is a citizen of the United States of America. |
| Item 2(d) | Title of Class of Securities. |
Common Stock
| Item 2(e) | CUSIP Number. |
G50752107
| Item 3 | Reporting Person. |
(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 | Ownership. |
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2023, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 0 Shares. The Shares held by the Magnetar Funds represent approximately 0.00% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
| Item 4(b) | Percent of Class: |
(i) As of December 31, 2023, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 0.00% of the total number of Shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 13, 2023, there were approximately 43,593,678 Shares outstanding as of November 13, 2023).
| Item 4(c) | Number of Shares of which such person has: |
Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman:
| (i) | Sole power to vote or to direct the vote: | 0 |
| (ii) | Shared power to vote or to direct the vote : | 0 |
| (iii) | Sole power to dispose or to direct the disposition of: | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | 0 |
| 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.
| 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.
| Item 10 | Certification. |
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: January 25, 2024 | magnetar financial llc | |
| By: | Magnetar Capital Partners LP, its Sole Member | |
| By: | Supernova Management LLC, its General Partner | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| Date: January 25, 2024 | magnetar capital partners LP | |
| By: | Supernova Management LLC, its General Partner | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| Date: January 25, 2024 | supernova management llc | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager | |
| Date: January 25, 2024 | DAVID J. SNYDERMAN | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman | |
EXHIBIT INDEX
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ZURA BIO LIMITED dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: January 25, 2024 | magnetar financial llc | |
| By: | Magnetar Capital Partners LP, its Sole Member | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| Date: January 25, 2024 | magnetar capital partners LP | |
| By: | Supernova Management LLC, its General Partner | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| Date: January 25, 2024 | supernova management llc | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager | |
| Date: January 25, 2024 | DAVID J. SNYDERMAN | |
| By: | /s/ Hayley A. Stein | |
| Name: | Hayley A. Stein | |
| Title: | Attorney-in-fact for David J. Snyderman | |
EXHIBIT 99.2
LIMITED POWER OF ATTORNEY
Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or in other capacities of Supernova Management LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Supernova Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation, all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k) under the Act, and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5.
All
past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney shall remain in full force and effect until the earlier of it being (a) revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined herein as of a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __22__ day of December, 2022.
| /s/ David J. Snyderman | |
| David J. Snyderman |