UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Chuy’s Holdings Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
171604101
(CUSIP Number of Class of Securities)
David J. Snyderman
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 11, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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. 171604101 | SCHEDULE 13D | Page 2 of 8 |
| 1. | NAME OF REPORTING PERSON:
Magnetar Financial LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% |
| 14. | TYPE OF REPORTING PERSON
IA; OO |
| CUSIP No. 171604101 | SCHEDULE 13D | Page 3 of 8 |
| 1. | NAME OF REPORTING PERSON:
Magnetar Capital Partners LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% |
| 14. | TYPE OF REPORTING PERSON
HC; OO |
| CUSIP No. 171604101 | SCHEDULE 13D | Page 4 of 8 |
| 1. | NAME OF REPORTING PERSON:
Supernova Management LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% |
| 14. | TYPE OF REPORTING PERSON
HC; OO |
| CUSIP No. 171604101 | SCHEDULE 13D | Page 5 of 8 |
| 1. | NAME OF REPORTING PERSON:
David J. Snyderman | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) x |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
NUMBER OF BENEFICIALLY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 0 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0% |
| 14. | TYPE OF REPORTING PERSON
HC; IN |
SCHEDULE 13D
This Amendment No. 1 (“Amendment No. 1”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”) with the SEC on August 29, 2024, (as amended by this Amendment No. 1, the “Schedule 13D”). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
Since the filing of Schedule 13D on August 29, 2024, on October 11, 2024 (“Effective Date”), the Issuer consummated a merger (the “Merger”) pursuant to which each Share of Issuer’s common stock outstanding immediately prior to the Effective Date was cancelled and converted into the right to receive $37.50 in cash, without interest. In connection with the Merger, the Reporting Persons’ Shares, which consisted of 879,373 Shares sold for the benefit of (i) 612,415 Shares sold for the benefit of PRA Master Fund and (ii) 190,827 Shares sold for the benefit of Systematic Master Fund, and (iii) 38,538 Shares sold for the benefit of Relative Value Master Fund, and (iv) 37,593 Shares sold for the benefit of the Managed Account, were cancelled and converted into the right to receive $37.50 in cash, without interest.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a)-(c) and (e) of the Schedule 13D is hereby amended to add the following information for updating:
(a) As of the closing of the Merger on October 11, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 0 Shares.
(b) As of the closing of the Merger on October 11, 2024, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares.
(c) The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. The Funds had no transactions in the Shares since the filing of the Schedule 13D on August 29, 2024.
(d) As of October 11, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.
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.
Dated: October 15, 2024
| MAGNETAR FINANCIAL LLC | ||
| By: | Magnetar Capital Partners LP, its Sole Member | |
| By: | Supernova Management LLC, its General Partner | |
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| MAGNETAR CAPITAL PARTNERS LP | ||
| By: Supernova Management LLC, its General Partner | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC | |
| SUPERNOVA MANAGEMENT LLC | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman, Manager | |
| DAVID J. SNYDERMAN | ||
| By: | /s/ Hayley Stein | |
| Name: | Hayley Stein | |
| Title: | Attorney-in-fact for David J. Snyderman | |
EXHIBIT INDEX