BlackSky Technology Inc. — Major Shareholding Notification 2022

Jan 7, 2022

SC 13G/A 1 tm222170d4_sc13ga.htm SC 13G/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

BlackSky Technology Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

09263B108

(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).

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CUSIP No. 09263B108

| 1 | NAMES
OF REPORTING PERSONS | |
| --- | --- | --- |
| | MAGNETAR
FINANCIAL LLC | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| | (a) ¨ | |
| | (b) ¨ | |
| 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 |
| | | 232,809 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 232,809 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 232,809 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 0.20% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | IA,
OO | |

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CUSIP No. 09263B108

| 1 | NAMES
OF REPORTING PERSONS | |
| --- | --- | --- |
| | MAGNETAR
CAPITAL PARTNERS LP | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| | (a) ¨ | |
| | (b) ¨ | |
| 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 |
| | | 232,809 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 232,809 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 232,809 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 0.20% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | HC,
PN | |

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CUSIP No. 09263B108

| 1 | NAMES
OF REPORTING PERSONS | |
| --- | --- | --- |
| | SUPERNOVA
MANAGEMENT LLC | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| | (a) ¨ | |
| | (b) ¨ | |
| 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 |
| | | 232,809 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 232,809 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 232,809 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 0.20% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | HC,
OO | |

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CUSIP No. 09263B108

| 1 | NAMES
OF REPORTING PERSONS | |
| --- | --- | --- |
| | ALEC
N. LITOWITZ | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| | (a) ¨ | |
| | (b) ¨ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | United
States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | |
| | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER |
| | | 232,809 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER |
| | | 232,809 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| | 232,809 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| | ¨ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| | 0.20% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | HC, IN | |

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SCHEDULE 13G

Item 1(a) Name of Issuer.

BlackSky Technology Inc. (the “Issuer”)

Item 1(b) Address of Issuer’s Principal Executive Offices.

13241 WOODLAND PARK ROAD

SUITE 300

HERNDON, VA 20171

Item 2(a)
This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”):

i) Magnetar Financial LLC (“Magnetar Financial”);

ii) Magnetar Capital Partners LP (Magnetar Capital Partners”);

iii) Supernova Management LLC (“Supernova Management”); and

iv) Alec N. Litowitz (“Mr. Litowitz”).

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 Capital Master Fund Ltd (“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 Longhorn Fund LP ("Longhorn Fund"), Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), Delaware limited partnerships; 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) Address of Principal Business Office.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201.

Item 2(c) Place of Organization.

i) Magnetar Financial is a Delaware limited liability company;

ii) Magnetar Capital Partners is a Delaware limited partnership;

iii) Supernova Management is a Delaware limited liability company; and

iv) Mr. Litowitz is a citizen of the United States of America.

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Item 2(d) Title of Class of Securities.

Common Stock

Item 2(e) CUSIP Number.

09263B108

Item 3 Reporting Person.

(e) x An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)

(g) x A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)

Item 4 Ownership .

Item 4(a) Amount Beneficially Owned:

As of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 232,809 Shares. The amount consists of (A) 33,018 Shares held for the account of Constellation Fund II; (B) 79,443 Shares held for the account of Constellation Master Fund; (C) 10,000 Shares held for the account of Capital Master Fund; (D) 28,395 Shares held of the account of Xing He Master Fund; (E) 9,000 Shares held of the account of Purpose Fund; (F) 17,857 Shares held of the account of SC Fund; (G) 8,000 Shares held of the account of Longhorn Fund; (H) 34,096 Shares held of the account of Structured Credit Fund; (I) 10,000 Shares held of the account of Lake Credit Fund; and (J) 3,000 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent approximately 0.20% 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) Percent of Class:

(i) As of December 31, 2021, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 0.20% 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 15, 2021, there were approximately 116,116,470 Shares outstanding as of September 30, 2021).

Item4(c) Number of Shares of which such person has:

Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote : 232,809

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 232,809

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 .

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Item 6 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.

Item 10 Certification.

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.

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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.

| Date: January 7, 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 7, 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 7, 2022 | supernova management
llc | |
| | By: | /s/
Alec N. Litowitz |
| | Name:  Alec N. Litowitz | |
| | Title:    Manager | |
| Date: January 7, 2022 | /s/
Alec N. Litowitz | |
| | Alec N. Litowitz | |

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