Statement of Ownership (sc 13g)
14 Janeiro 2022 - 3:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
IBERE
PHARMACEUTICALS
(Name
of Issuer)
Common
Stock – Class A
(Title
of Class of Securities)
G46843101
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ 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. G46843101
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1
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NAMES
OF REPORTING PERSONS
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MAGNETAR
FINANCIAL LLC
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
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SHARES
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6
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SHARED
VOTING POWER
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BENEFICIALLY
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793,291
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER 0
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REPORTING
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PERSON
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WITH:
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8
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SHARED
DISPOSITIVE POWER
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793,291
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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793,291
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.75%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA,
OO
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CUSIP
No. G46843101
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|
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|
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1
|
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NAMES
OF REPORTING PERSONS
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MAGNETAR
CAPITAL PARTNERS LP
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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2
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(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE
VOTING POWER 0
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NUMBER
OF
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|
SHARES
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6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
793,291
|
OWNED
BY
|
|
|
|
|
|
|
EACH
|
7
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SOLE
DISPOSITIVE POWER 0
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REPORTING
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|
|
PERSON
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
793,291
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
793,291
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.75%
|
|
|
|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC,
PN
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CUSIP
No. G46843101
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1
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NAMES
OF REPORTING PERSONS
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SUPERNOVA
MANAGEMENT LLC
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|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
2
|
|
|
|
(a) ¨
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(b) ¨
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3
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SEC
USE ONLY
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|
|
|
|
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
5
|
|
SOLE
VOTING POWER 0
|
|
|
|
NUMBER
OF
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
793,291
|
OWNED
BY
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER 0
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
793,291
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
793,291
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.75%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC,
OO
|
CUSIP
No. G46843101
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|
|
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|
|
1
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NAMES
OF REPORTING PERSONS
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ALEC
N. LITOWITZ
|
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|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
2
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|
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|
(a) ¨
|
|
(b) ¨
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3
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SEC
USE ONLY
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|
|
|
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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5
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SOLE
VOTING POWER 0
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|
|
|
NUMBER
OF
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER
|
BENEFICIALLY
|
|
793,291
|
OWNED
BY
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER 0
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER
|
|
|
793,291
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
793,291
|
|
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
¨
|
|
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
5.75%
|
|
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
HC,
IN
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SCHEDULE
13G
Item 1(a)
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Name
of Issuer.
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IBERE
PHARMACEUTICALS (the “Issuer”)
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Item 1(b)
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Address
of Issuer’s Principal Executive Offices.
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2005
MARKET STREET, SUITE 2030
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PHILADELPHIA,
PA 19103
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Item 2(a)
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Name
of Person Filing.
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This
statement is filed on behalf of each of the following person (collectively, the “Reporting
Persons”):
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i)
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Magnetar
Financial LLC (“Magnetar Financial”);
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ii)
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Magnetar
Capital Partners LP (Magnetar Capital Partners”);
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iii)
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Supernova
Management LLC (“Supernova Management”); and
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iv)
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Alec
N. Litowitz (“Mr. Litowitz”).
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This statement
relates to the Shares (as defined herein) held for Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar
Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic
Master Fund”), Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd ("Discovery
Master Fund"), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd ("Purpose
Fund"), Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP
(“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC ("Lake Credit Fund"),
Purpose Alternative Credit Fund - T LLC ("Purpose Fund - T"), Delaware limited liability companies; collectively (the “Magnetar
Funds”). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting
and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member
and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager
of Supernova Management is Mr. Litowitz.
Item 2(b)
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Address
of Principal Business Office.
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The
address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz
is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
Item 2(c)
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Place
of Organization.
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i)
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Magnetar
Financial is a Delaware limited liability company;
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ii)
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Magnetar
Capital Partners is a Delaware limited partnership;
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iii)
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Supernova
Management is a Delaware limited liability company; and
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iv)
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Mr.
Litowitz is a citizen of the United States of America.
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Item 2(d)
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Title
of Class of Securities.
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Common
Stock
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Item 2(e)
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CUSIP
Number.
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G46843101
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Item 3
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Reporting
Person.
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(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
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(g) x
A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
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Item 4(a)
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Amount
Beneficially Owned:
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As
of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 793,291 Shares.
The amount consists of (A) 77,504 Shares held for the account of Constellation Fund II; (B) 269,188 Shares held for the account of Constellation
Master Fund; (C) 63,000 Shares held for the account of Systematic Master Fund; (D) 31,082 Shares held for the account of Master Fund;
(E) 7,209 Shares held for the account of Discovery Master Fund; (F) 91,344 Shares held for the account of Xing He Master Fund; (G) 38,060
Shares held for the account of Purpose Fund; (H) 60,204 Shares held for the account of SC Fund; (I) 103,108 Shares held for the account
of Structured Credit Fund; (J) 40,136 Shares held for the account of Lake Credit Fund; and (K) 12,456 Shares held of the account of Purpose
Fund - T. The Shares held by the Magnetar Funds represent approximately 5.75% of the total number of Shares outstanding (calculated pursuant
to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
Item 4(b)
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Percent
of Class:
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(i)
As of December 31, 2021, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 5.75% of the total
number of Shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 12, 2021,
there were approximately 13,800,000 Shares outstanding as of November 12, 2021).
Item
4(c)
|
Number
of Shares of which such person has:
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Magnetar
Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
|
(i)
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Sole
power to vote or to direct the vote:
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0
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(ii)
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Shared
power to vote or to direct the vote :
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793,291
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(iii)
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Sole
power to dispose or to direct the disposition of:
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0
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(iv)
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Shared
power to dispose or to direct the disposition of:
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793,291
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Item 5
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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 ¨.
Item 6
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Ownership
of More Than Five Percent on Behalf of Another Person.
|
This
Item 6 is not applicable.
Item 7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported On by the
Parent Holding Company.
|
This
Item 7 is not applicable.
Item 8
|
Identification
and Classification of Members of the Group.
|
This
Item 8 is not applicable.
Item 9
|
Notice
of Dissolution of Group.
|
This
Item 9 is not applicable.
By
signing below the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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:
January 14, 2022
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magnetar
financial llc
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By: Magnetar
Capital Partners LP, its Sole Member
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By:
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/s/
Alec N. Litowitz
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Name: Alec
N. Litowitz
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Title:
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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Date:
January 14, 2022
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magnetar
capital partners LP
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By: Supernova
Management LLC, its General Partner
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|
|
By:
|
/s/
Alec N. Litowitz
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Name: Alec
N. Litowitz
|
|
Title:
Manager of Supernova Management LLC
|
|
Date:
January 14, 2022
|
supernova
management llc
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|
By:
|
/s/
Alec N. Litowitz
|
|
Name: Alec
N. Litowitz
|
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Title:
Manager
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|
Date:
January 14, 2022
|
/s/
Alec N. Litowitz
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|
Alec N.
Litowitz
|
EXHIBIT
INDEX
Ex.
|
|
A
|
Joint
Filing Agreement
|
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of IBERE Pharmaceuticals dated as of December
31, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:
January 14, 2022
|
magnetar
financial llc
|
|
|
By: Magnetar
Capital Partners LP, its Sole Member
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
Name: Alec
N. Litowitz
|
|
Title:
Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
|
|
Date:
January 14, 2022
|
magnetar
capital partners LP
|
|
|
By: Supernova
Management LLC, its General Partner
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
Name: Alec
N. Litowitz
|
|
Title:
Manager of Supernova Management LLC
|
|
Date:
January 14, 2022
|
supernova
management llc
|
|
|
By:
|
/s/
Alec N. Litowitz
|
|
Name: Alec
N. Litowitz
|
|
Title:
Manager
|
|
Date:
January 14, 2022
|
/s/
Alec N. Litowitz
|
|
Alec N.
Litowitz
|
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