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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Great Ajax Corp. [ AJX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/26/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
7.25% Series A Fixed-to-Floating Rate Preferred Stock | 07/26/2022 | S | 35,686 | D | $24.65 | 113,483 | I | Magnetar Longhorn Fund LP(1)(2)(3) | ||
7.25% Series A Fixed-to-Floating Rate Preferred Stock | 07/26/2022 | S | 77,168 | D | $24.65 | 245,393 | I | Magnetar Structured Credit Fund, LP(1)(2)(3) | ||
7.25% Series A Fixed-to-Floating Rate Preferred Stock | 07/26/2022 | S | 27,233 | D | $24.65 | 86,601 | I | Purpose Alternative Credit Fund - F LLC(1)(2)(3) | ||
7.25% Series A Fixed-to-Floating Rate Preferred Stock | 07/26/2022 | S | 13,617 | D | $24.65 | 43,300 | I | Purpose Alternative Credit Fund - T LLC(1)(2)(3) | ||
5.00% Series B Fixed-to-Floating Rate Preferred Stock | 07/26/2022 | S | 46,296 | D | $24.15 | 147,223 | I | Magnetar Constellation Master Fund, Ltd(1)(2)(3) | ||
7.25% Series A Fixed-to-Floating Rate Preferred Stock | 156,400 | I | Magnetar Constellation Fund V LLC(1)(2)(3) | |||||||
5.00% Series B Fixed-to-Floating Rate Preferred Stock | 227,600 | I | Magnetar Constellation Fund V Ltd(1)(2)(3) | |||||||
5.00% Series B Fixed-to-Floating Rate Preferred Stock | 1,040,000 | I | Magnetar SC Fund Ltd(1)(2)(3) | |||||||
5.00% Series B Fixed-to-Floating Rate Preferred Stock | 1,200,000 | I | Magnetar Xing He Master Fund Ltd(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A Warrants (right to buy) | $10 | 07/26/2022 | S | 44,608 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 44,608 | $6.99 | 76,961 | I | Magnetar Longhorn Fund LP(1)(2)(3) | |||
Series A Warrants (right to buy) | $10 | 07/26/2022 | S | 96,460 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 96,460 | $6.99 | 167,701 | I | Magnetar Structured Credit Fund, LP(1)(2)(3) | |||
Series A Warrants (right to buy) | $10 | 07/26/2022 | S | 34,041 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 34,041 | $6.99 | 108,252 | I | Purpose Alternative Credit Fund - F LLC(1)(2)(3) | |||
Series A Warrants (right to buy) | $10 | 07/26/2022 | S | 17,021 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 17,021 | $6.99 | 54,125 | I | Purpose Alternative Credit Fund - T LLC(1)(2)(3) | |||
Series B Warrants (right to buy) | $10 | 07/26/2022 | S | 57,870 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 57,870 | $8.45 | 184,029 | I | Magnetar Constellation Master Fund, Ltd(1)(2)(3) | |||
Series A Warrants (right to buy) | $10 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 75,000 | 75,000 | I | Magnetar Constellation Fund V LLC(1)(2)(3) | |||||||
Series A Warrants (right to buy) | $10 | 08/05/2020 | 05/07/2025 | Common stock, par value $0.01 per share | 120,500 | 120,500 | I | Magnetar Constellation Fund V LLC(1)(2)(3) | |||||||
Series A Warrants (right to buy) | $10 | 08/05/2020 | 05/07/2025 | Common stock, par value $0.01 per share | 64,892 | 64,892 | I | Magnetar Longhorn Fund LP(1)(2)(3) | |||||||
Series A Warrants (right to buy) | $10 | 08/05/2020 | 05/07/2025 | Common stock, par value $0.01 per share | 139,040 | 139,040 | I | Magnetar Structured Credit Fund, LP(1)(2)(3) | |||||||
Series B Warrants (right to buy) | $10 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 175,000 | 175,000 | I | Magnetar Constellation Fund V Ltd(1)(2)(3) | |||||||
Series B Warrants (right to buy) | $10 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 1,500,000 | 1,500,000 | I | Magnetar Xing He Master Fund Ltd(1)(2)(3) | |||||||
Series B Warrants (right to buy) | $10 | 08/05/2020 | 04/06/2025 | Common stock, par value $0.01 per share | 1,300,000 | 1,300,000 | I | Magnetar SC Fund Ltd(1)(2)(3) | |||||||
Series B Warrants (right to buy) | $10 | 08/05/2020 | 05/07/2025 | Common stock, par value $0.01 per share | 109,500 | 109,500 | I | Magnetar Constellation Fund V Ltd(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Magnetar Financial LLC ("MFL") serves as investment manager of each of Magnetar Constellation Fund V Ltd, Magnetar Constellation Master Fund, Ltd, Magnetar SC Fund Ltd and Magnetar Xing He Master Fund Ltd, which are Cayman Islands exempted companies, and Magnetar Longhorn Fund LP and Magnetar Structured Credit Fund, LP, which are Delaware limited partnerships. 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 (collectively, the "Magnetar Funds"). |
2. 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 general partner of MCP. The manager of Supernova is Alec N. Litowitz, a citizen of the United States of America. |
3. Each of the Magnetar Funds, MFL, MCP, Supernova and Alec N. Litowitz disclaims beneficial ownership of the securities identified herein except to the extent of their pecuniary interest in the preferred stock, warrants and shares of common stock issuable upon exercise of such warrants. |
Remarks: |
/s/ Alec N. Litowitz, 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 | 07/28/2022 | |
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP | 07/28/2022 | |
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC | 07/28/2022 | |
/s/ Alec N. Litowitz | 07/28/2022 | |
** 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 4 (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. |