SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2020 | 3. Issuer Name and Ticker or Trading Symbol Great Ajax Corp. [ AJX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Warrants (right to buy) | (1) | (2) | Common Stock, par value $0.01 per share | 1,493,750 | 10 | I | See footnotes(3)(4)(5)(6) |
Series A Warrants (right to buy) | (1) | (7) | Common Stock, par value $0.01 per share | 465,500 | 10 | I | See footnotes(3)(4)(5)(6) |
Series B Warrants (right to buy) | (1) | (2) | Common Stock, par value $0.01 per share | 3,506,250 | 10 | I | See footnotes(3)(4)(5)(6) |
Series B Warrants (right to buy) | (1) | (7) | Common Stock, par value $0.01 per share | 109,500 | 10 | I | See footnotes(3)(4)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. The Series A Warrants and Series B Warrants (collectively the "Warrants") became exercisable into shares of Common Stock, par value $0.01 per share ("Shares"), of Great Ajax Corp. (the "Issuer") at an exercise price per share of $10.00 on August 5, 2020. |
2. Represents (a)(i) 1,025,000 Series A Warrants and (ii) 2,975,000 Series B Warrants issued by the Issuer on April 6, 2020, and (b)(i) 468,750 Series A Warrants and (ii) 531,250 Series B Warrants issued by the Issuer on June 3, 2020. The aforementioned Warrants may be exercised, if at all, on or before 5:00 p.m., Eastern Time on April 6, 2025 (subject to earlier termination as set forth in the applicable Warrant). |
3. Magnetar Financial LLC ("MFL") serves as investment manager of each of Magnetar Constellation Fund V Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar Longhorn Fund LP, Magnetar SC Fund Ltd and Magnetar Xing He Master Fund Ltd, which are Cayman Islands exempted companies, except for Longhorn Fund, which is a Delaware limited partnership. MFL is the manager of each of Magnetar Constellation Fund V LLC, Purpose Alternative Credit Fund - F LLC and Purpose Alternative Credit Fund - T LLC, which are Delaware limited liability companies. |
4. MFL is the general partner of Magnetar Structured Credit Fund, LP, a Delaware limited partnership (together with all of the foregoing funds, the "Magnetar Funds"). In such capacities, MFL exercises voting and investment power over the Warrants held for the accounts of the Magnetar Funds. MFL is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners LP ("MCP"), a Delaware limited partnership, is the sole member and parent holding company of MFL. Supernova Management LLC ("Supernova"), a Delaware limited liability company, is the sole general partner of MCP. |
5. The manager of Supernova is Alec N. Litowitz, a citizen of the United States of America. |
6. Each of the Magnetar Funds, MFL, MCP, Supernova and Alec N. Litowitz disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in the Warrants and the Shares issuable upon exercise of such Warrants. |
7. Represents (a) 465,500 Series A Warrants and (b) 109,500 Series B Warrants issued by the Issuer on May 7, 2020, which may be exercised, if at all, on or before 5:00 p.m., Eastern Time on May 7, 2025 (subject to earlier termination as set forth in the applicable Warrant). |
Remarks: |
Exhibit 99.1 - Joint Filing Agreement |
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP, as Sole Member of Magnetar Financial LLC | 08/11/2020 | |
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP | 08/11/2020 | |
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC | 08/11/2020 | |
/s/ Alec N. Litowitz | 08/11/2020 | |
** Signature of Reporting Person | Date | |
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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |