Washington, D.C. 20549
(Amendment No. 1)*
Great Ajax Corp.
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(a) The percentage is calculated using the 23,926,419 shares of Common Stock outstanding as of August 3, 2022 (calculated pursuant to Rule 13d-3(d)(1)(i)), which includes (i) 22,733,238 shares of Common Stock as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2022 and (ii) the assumed exercise of 1,193,181 warrants for shares of Common Stock.
SCHEDULE 13G
Great Ajax Corp. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
9400 SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, OR 97005
| Item 2(a) | Name of Person Filing. |
Magnetar Xing He Master Fund Ltd
| Item 2(b) | Address of Principal Business Office. |
1603 Orrington Avenue, Suite 1300
Evanston, Illinois, 60201
| Item 2(c) | Place of Organization. |
Cayman Islands exempted company
| Item 2(d) | Title of Class of Securities. |
Common Stock, par value $0.01 per share (the “Shares”)
38983D300
Not Applicable
| Item 4(a) | Amount Beneficially Owned: |
As of August 31, 2022, Magnetar Xing He Master Fund Ltd held 1,193,181 Series B Warrants to purchase up to an aggregate 1,193,181 Shares.
| Item 4(b) | Percent of Class: |
As of August 31, 2022, Magnetar Xing He Master Fund Ltd was deemed to be the beneficial owner constituting approximately 4.99% of the total number of Shares outstanding (based upon 23,926,419 shares of Common Stock outstanding as of August 3, 2022 (calculated pursuant to Rule 13d-3(d)(1)(i)), which includes (i) 22,733,238 shares of Common Stock as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2022 and (ii) the assumed exercise of 1,193,181 warrants for shares of Common Stock).
| Item4(c) | Number of Shares of which such person has: |
Magnetar Constellation Master Fund, Ltd
| (i) | Sole power to vote or to direct the vote: | 0 |
| (ii) | Shared power to vote or to direct the vote: | 1,193,181 |
| (iii) | Sole power to dispose or to direct the disposition of: | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: | 1,193,181 |
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9 | Notice of Dissolution of Group. |
Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Date: September 12, 2022 | MAGNETAR XING HE MASTER FUND LTD |
| | |
| | By: | Magnetar Financial LLC, |
| | | its Investment Manager |
| | | |
| | By: | /s/ Michael Turro |
| | Name: | Michael Turro |
| | Title: | Chief Compliance Officer |
