Magnetar Financial Form 4 Churchill Capital Corp VII / David J. Snyderman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Magnetar Financial LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Magnetar Capital Partners LP

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Supernova Management LLC

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Snyderman David J.

(Last) (First) (Middle)

1603 ORRINGTON AVENUE

13TH FLOOR

(Street)

EVANSTON IL 60201

(City) (State) (Zip)

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.

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