Supernova Management Form 3 Churchill Capital Corp VII / David J. Snyderman ownership change

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

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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. Date of Event Requiring Statement (Month/Day/Year)
05/16/2023

3. Issuer Name and Ticker or Trading Symbol
Churchill Capital Corp VII [ CVII ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 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)
Class A Common Stock	4,370,571	I	See Footnotes(1)(2)(3)(4)
Class A Common Stock	668,318	I	See Footnotes(1)(2)(3)(5)
Class A Common Stock	1,750,348	I	See Footnotes(1)(2)(3)(6)
Class A Common Stock	1,516,969	I	See Footnotes(1)(2)(3)(7)

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

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.

Remarks:

This Form 3 is being filed solely due to the redemption of 79,983,929 shares of the Issuer's Class A Common Stock by Issuer's stockholders on May 16, 2023, after which the Reporting Persons' aggregate beneficial ownership was above 10%. The Reporting Persons have not acquired and have not sold shares of the Issuer's Class A Common Stock since being pushed over 10% due to the redemptions on May 16, 2023. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Limited Power of Attorney (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 2, 2023).

	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	05/26/2023
	/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	05/26/2023
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC	05/26/2023
	/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman	05/26/2023
	** Signature of Reporting Person	Date
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