UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
SPARTAN ENERGY ACQUISITION CORP. |
(Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE |
(Title of Class of Securities) |
846784106 |
(CUSIP Number) |
DECEMBER 31, 2019 |
(Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* 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).
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 2 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 2,913,563 | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 2,913,563 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,913,563 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 3 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Riverview Group LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 392,327 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 392,327 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 392,327 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 4 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Millennium Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,305,890 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,305,890 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,305,890 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 5 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Millennium Group Management LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,305,890 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,305,890 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,305,890 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% |
| 12 | TYPE OF REPORTING PERSON OO |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 6 | of | 13 |
| 1 | NAMES OF REPORTING PERSONS Israel A. Englander |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER -0- |
| 6 | SHARED VOTING POWER 3,305,890 | |
| 7 | SOLE DISPOSITIVE POWER -0- | |
| 8 | SHARED DISPOSITIVE POWER 3,305,890 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,305,890 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% |
| 12 | TYPE OF REPORTING PERSON IN |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 7 | of | 13 |
| Item 1. | ||
| (a) | Name of Issuer: | |
| Spartan Energy Acquisition Corp., a Delaware corporation (the "Issuer"). | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
9 West 57th Street, 43rd Floor | ||
Item 2. | (a) | Name of Person Filing: |
| (b) | Address of Principal Business Office: | |
| (c) | Citizenship: | |
| Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Riverview Group LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Millennium Group Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | ||
| Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | ||
| (d) | Title of Class of Securities: | |
| Class A common stock, par value $0.0001 per share ("Class A Common Stock"). | ||
| (e) | CUSIP Number: | |
| 846784106 |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 8 | of | 13 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 9 | of | 13 |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on December 31, 2019, the reporting persons beneficially owned an aggregate of 3,305,890 shares of the Issuer’s Class A Common Stock (consisting of 2,913,563 of the Issuer’s units and 392,327 shares of the Issuer’s Class A Common Stock). Each unit consists of one share of the Issuer’s Class A Common Stock and one-third of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination or 12 months from the closing of the Issuer’s initial public offering. Specifically, as of the close of business on December 31, 2019:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 2,913,563 shares of the Issuer’s Class A Common Stock as it held 2,913,563 shares of the Issuer’s units; and
ii) Riverview Group LLC, a Delaware limited liability company ("Riverview Group"), beneficially owned 392,327 shares of the Issuer’s Class A Common Stock as it held 392,327 shares of the Issuer’s Class A Common Stock, which together with the shares of the Issuer’s Class A Common Stock beneficially owned by Integrated Core Strategies, represented 3,305,890 shares of the Issuer’s Class A Common Stock or 6.0% of the Issuer’s Class A Common Stock outstanding.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Riverview Group and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Riverview Group.
The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Riverview Group, as the case may be.
(b) Percent of Class:
As of the close of business on December 31, 2019, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 3,305,890 shares of the Issuer’s Class A Common Stock or 6.0% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 55,200,000 shares of the Issuer’s Class A Common Stock outstanding as of November 12, 2019, as per the Issuer’s Form 10-Q dated November 12, 2019.
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 10 | of | 13 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
3,305,890 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
3,305,890 (See Item 4(b))
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 five percent of the class of securities, check the followingo.
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
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 11 | of | 13 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of January 23, 2020, by and among Integrated Core Strategies (US) LLC, Riverview Group LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
| CUSIP No. | 846784106 | SCHEDULE 13G | Page | 12 | of | 13 | ||||
SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: January 23, 2020
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
RIVERVIEW GROUP LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Gil Raviv
Title: Global General Counsel
MILLENNIUM MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
MILLENNIUM GROUP MANAGEMENT LLC
Name: Gil Raviv
Title: Global General Counsel
Israel A. Englander