13D Filing: Magnetar Capital and Kate Spade & Co (KATE)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

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SCHEDULE 13D

This Amendment No. 1 (the Amendment) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (Magnetar Financial), Magnetar Capital Partners LP, a Delaware limited partnership (Magnetar Capital Partners), Supernova Management LLC, a Delaware limited liability company (Supernova Management), and Alec N. Litowitz (Mr. Litowitz) (collectively, the Reporting Persons) with the SEC on May 18, 2017, (as amended by this Amendment, the Schedule 13D).

Item 3 of the Schedule 13D is hereby amended to add the following information for updating:

The aggregate amount of funds used by the Reporting Persons in purchasing the 100,000 Shares reported herein on behalf of the Funds and Managed Accounts have come directly from the assets of the Funds and Managed Accounts controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds and Managed Accounts was $1,844,000 (excluding commissions and other execution-related costs).

Item 4 of the Schedule 13D is hereby amended to add the following information for updating:

Since the filing of the 13D with the SEC on May 18, 2017, the Reporting Persons acquired the additional 100,000 Shares on May 26, 2017 reported herein on behalf of (i) 44,235 Shares purchased by Magnetar Capital Master Fund, (ii) 19,274 Shares purchased by Spectrum Master Fund, (iii) 15,394 Shares purchased by Magnetar Fundamental Master Fund; and (iv) 21,097 Shares purchased for the benefit of the Managed Accounts.

Since the filing of the 13D with the SEC on May 18, 2017, the Reporting Persons sold 800,000 Shares on June 23, 2017 on reported herein on behalf of which consists of (i) 321,785 Shares sold for the benefit of Magnetar Capital Master Fund, (ii) 140,444 Shares sold for the benefit of Spectrum Master Fund, (iii) 112,064 Shares sold for the benefit of Magnetar Fundamental Master Fund, (iv) 72,310 Shares sold for the benefit of Constellation Fund; and (iv) 153,397 Shares sold for the benefit of the Managed Accounts.

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Item 5 of the Schedule 13D is hereby amended to add the following information for updating:

(a)                                 As of the close of business on June 23, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,362,202, which consists of (i) 5,982,393 shares held for the benefit of PRA Master Fund and (ii) 379,809 Shares held for the benefit of MSW Master Fund, and all such Shares represented 4.95% of the Shares.

(b)                                 As of the close of business on June 23, 2017, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 6,362,202 Shares, which consists of (i) 5,982,393 shares held for the benefit of PRA Master Fund and (ii) 379,809 Shares held for the benefit of MSW Master Fund, and all such Shares represented beneficial ownership of approximately 4.95% of the Shares.

(c)                                  Except as set for the on Schedule A attached hereto, the Reporting Persons had no transactions since the filing of the Schedule 13D on May 18, 2017 through the close of business on June 23, 2017.  All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds and each of the Managed Accounts. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the New York Stock Exchange and various other trading markets.

(d)                                 Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on June 23, 2017.

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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.

Dated:  June 26, 2017

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SCHEDULE A

The Funds and Managed Accounts

(*)Excludes commissions and other execution-related costs.

(**) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

(1) Reflects a weighted average purchase price of $18.4629 per share, at prices ranging from $18.46 to $18.48 per share.

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