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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. 1)*

 

Cipher Mining Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

 

17253J106

(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. 17253J106

 

           
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
  5   SOLE VOTING POWER           0      
     
NUMBER OF    
SHARES 6   SHARED VOTING POWER             
BENEFICIALLY   254,874
OWNED BY    
EACH 7   SOLE DISPOSITIVE POWER         0
REPORTING    
PERSON    
WITH: 8   SHARED DISPOSITIVE POWER    
    254,874
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  254,874
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  ¨
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   0.10%
   
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA, OO

 

 

 

 

CUSIP No. 17253J106

 

           
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
  5   SOLE VOTING POWER           0      
     
NUMBER OF    
SHARES 6   SHARED VOTING POWER             
BENEFICIALLY   254,874
OWNED BY    
EACH 7   SOLE DISPOSITIVE POWER         0
REPORTING    
PERSON    
WITH: 8   SHARED DISPOSITIVE POWER    
    254,874
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  254,874
   
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  ¨
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   0.10%
   
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC, PN

 

 

 

 

CUSIP No. 17253J106

 

           
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
  5   SOLE VOTING POWER           0      
     
NUMBER OF    
SHARES 6   SHARED VOTING POWER             
BENEFICIALLY   254,874
OWNED BY    
EACH 7   SOLE DISPOSITIVE POWER         0
REPORTING    
PERSON    
WITH: 8   SHARED DISPOSITIVE POWER    
    254,874
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  254,874
   
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  ¨
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.10% 
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC, OO

 

 

 

 

CUSIP No. 17253J106

 

           
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
  5   SOLE VOTING POWER           0      
     
NUMBER OF    
SHARES 6   SHARED VOTING POWER             
BENEFICIALLY   254,874
OWNED BY    
EACH 7   SOLE DISPOSITIVE POWER         0
REPORTING    
PERSON    
WITH: 8   SHARED DISPOSITIVE POWER    
    254,874
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  254,874
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  ¨
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.10% 
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  HC, IN

 

 

 

 

SCHEDULE 13G

 

Item 1(a)Name of Issuer.

Cipher Mining Inc. (the “Issuer”)

 

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

222 PURCHASE STREET, #290

RYE, NY 10580

 

Item 2(a)Name of Person Filing.

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 Xing He Master Fund Ltd (“Xing He Master 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 - F LLC (“Purpose Fund - F”), 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, 13th 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.

 

Item 2(d)Title of Class of Securities.

Common Stock

 

 

 

 

Item 2(e)CUSIP Number.

17253J106

 

Item 3Reporting 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 4Ownership.

 

Item 4(a)Amount Beneficially Owned:

 

As of December 31, 2021, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 254,874 Shares. The amount consists of (A) 27,271 Shares held for the account of Constellation Fund II; (B) 95,323 Shares held for the account of Constellation Master Fund; (C) 33,388 Shares held for the account of Xing He Master Fund; (D) 24,978 Shares held for the account of SC Fund; (E) 35,427 Shares held of the account of Structured Credit Fund; (F) 19,881 Shares held of the account of Lake Credit Fund; (G) 12,489 Shares held of the account of Purpose Fund - F; (H) 6,117 Shares held of the account of Purpose Fund - T. The Shares held by the Magnetar Funds represent approximately 0.10% 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 0.10% 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 246,381,119 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 : 254,874
(iii)Sole power to dispose or to direct the disposition of: 0
(iv)Shared power to dispose or to direct the disposition of: 254,874

 

Item 5Ownership 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 6Ownership of More Than Five Percent on Behalf of Another Person.

This Item 6 is not applicable.

 

 

 

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

This Item 7 is not applicable.

 

Item 8Identification and Classification of Members of the Group.

This Item 8 is not applicable.

 

Item 9Notice of Dissolution of Group.

This Item 9 is not applicable.

 

Item 10Certification.

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