UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Magnera Corporation
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
55939A107
(CUSIP Number)
MARC S. DIAGONALE
CHIEF FINANCIAL OFFICER
C/O ENGINE
CAPITAL MANAGEMENT, LP
1345 Avenue of the Americas, 2nd Floor
New York, New York 10105
212-321-0048
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 14, 2024
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 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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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,954,333 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,954,333 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,954,333 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.5% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE JET CAPITAL, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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199,079 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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199,079 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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199,079 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE LIFT CAPITAL, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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204,929 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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204,929 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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204,929 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL MANAGEMENT, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,358,341 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,358,341 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,358,341 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE CAPITAL MANAGEMENT GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
|
7 |
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SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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2,358,341 |
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OWNED BY |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
|
9 |
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SOLE DISPOSITIVE POWER |
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2,358,341 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,358,341 |
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12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE INVESTMENTS, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
|
SOLE VOTING POWER |
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SHARES |
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|
BENEFICIALLY |
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2,153,412 |
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OWNED BY |
|
8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
|
SOLE DISPOSITIVE POWER |
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2,153,412 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
2,153,412 |
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|
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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ENGINE INVESTMENTS II, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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OO |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
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|
|
DELAWARE |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
204,929 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
204,929 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
204,929 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
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|
|
|
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|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1% |
|
|
14 |
|
TYPE OF REPORTING PERSON |
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|
OO |
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1 |
|
NAME OF REPORTING PERSON |
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|
ARNAUD AJDLER |
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
|
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|
(b) ☐ |
|
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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BELGIUM |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,358,341 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,358,341 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,358,341 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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6.7% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to
the Common Stock, $0.01 par value per share (the “Shares”), of Magnera Corporation, a Pennsylvania corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 9335 Harris Corners Pkwy, Suite 300, Charlotte, North Carolina 28269.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the
Shares directly and beneficially owned by it; |
| (ii) | Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the
Shares directly and beneficially owned by it; |
| (iii) | Engine Lift Capital, LP, a Delaware limited partnership (“Engine Lift”), with respect to the
Shares directly and beneficially owned by it; |
| (iv) | Engine Capital Management, LP, a Delaware limited partnership (“Engine Management”), as the
investment manager of each of Engine Capital, Engine Jet and Engine Lift; |
| (v) | Engine Capital Management GP, LLC, a Delaware limited liability company (“Engine GP”), as
the general partner of Engine Management; |
| (vi) | Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the
general partner of each of Engine Capital and Engine Jet; |
| (vii) | Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”),
as the general partner of Engine Lift; and |
| (viii) | Arnaud Ajdler, as the managing partner of Engine Management and the managing member of each of Engine
GP, Engine Investments and Engine Investments II. |
Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
(b) The
principal business address of each of Engine Capital, Engine Jet, Engine Lift, Engine Management, Engine GP, Engine Investments, Engine
Investments II and Mr. Ajdler is 1345 Avenue of the Americas, 2nd Floor, New York, New York 10105.
(c) The
principal business of each of Engine Capital, Engine Jet and Engine Lift is investing in securities. Engine Management serves as the investment
manager of each of Engine Capital, Engine Jet and Engine Lift. Engine GP serves as the general partner of Engine Management. Engine Investments
serves as the general partner of each of Engine Capital and Engine Jet. Engine Investments II serves as the general partner of Engine
Lift. Mr. Ajdler serves as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments
and Engine Investments II.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr.
Ajdler is a citizen of Belgium.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each
of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,954,333 Shares beneficially owned by
Engine Capital is approximately $36,239,400, including brokerage commissions. The aggregate purchase price of the 199,079 Shares beneficially
owned by Engine Jet is approximately $3,691,723, including brokerage commissions. The aggregate purchase price of the 204,929 Shares beneficially
owned by Engine Lift is approximately $3,799,869, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased
the Shares based on their belief that the Shares, when purchased, constituted an attractive investment opportunity. Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would
make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer
through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
The Reporting Persons do
not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position, results and
strategic direction, actions taken by the Issuer’s management and the Board of Directors (the “Board”), other investment
opportunities available to the Reporting Persons, the price levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in communications and information exchanges with the Issuer’s management
and Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’
investment, making recommendations concerning changes to the Issuer’s operations, governance or capitalization, potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial
and/or operational performance, acquiring additional Shares, disposing of some or all of Shares, or changing their intention with respect
to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each person named herein is based upon 35,341,220 Shares outstanding as of November 4, 2024, which is the
total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 5, 2024.
| (a) | As of the date hereof, Engine Capital directly owned 1,954,333 Shares. |
Percentage: Approximately
5.5%
| (b) | 1. Sole power to vote or direct vote: 1,954,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,954,333
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, Engine Jet directly owned 199,079 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 199,079
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 199,079
4. Shared power to dispose or direct the disposition: 0 |
| (a) | As of the date hereof, Engine Lift directly owned 204,929 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 204,929
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 204,929
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may
be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. |
Percentage: Approximately
6.7%
| (b) | 1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 2,358,341
Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. |
Percentage: Approximately
6.7%
| (b) | 1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to
beneficially own the 2,153,412 Shares owned in the aggregate by Engine Capital and Engine Jet. |
Percentage: Approximately
6.1%
| (b) | 1. Sole power to vote or direct vote: 2,153,412
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,153,412
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 204,929
Shares owned by Engine Lift. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 204,929
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 204,929
4. Shared power to dispose or direct the disposition: 0 |
| (a) | Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP,
Engine Investments and Engine Investments II, may be deemed to beneficially own the 2,358,341 Shares owned in the aggregate by Engine
Capital, Engine Jet and Engine Lift. |
Percentage: Approximately
6.7%
| (b) | 1. Sole power to vote or direct vote: 2,358,341
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,358,341
4. Shared power to dispose or direct the disposition: 0 |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (c) | The transactions in the Shares during the past 60 days by certain of the Reporting Persons are set forth
on Schedule A attached hereto and are incorporated herein by reference. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On November 21, 2024, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Other than as described herein,
there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and
any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement, dated November 21, 2024. |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 21, 2024
|
Engine Capital, L.P. |
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|
By: |
Engine Investments, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Jet Capital, L.P. |
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|
By: |
Engine Investments, LLC,
General Partner |
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|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Lift Capital, LP |
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By: |
Engine Investments II, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Capital Management, LP |
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|
|
By: |
Engine Capital Management GP, LLC,
General Partner |
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|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
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|
Title: |
Managing Member |
|
Engine Capital Management GP, LLC |
|
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By: |
/s/ Arnaud Ajdler |
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|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments II, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
/s/ Arnaud Ajdler |
|
Arnaud Ajdler |
SCHEDULE A
Transactions in the Shares of the Issuer During
the Past 60 Days
Nature of Transaction |
Amount of Securities
Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
ENGINE CAPITAL, L.P.
Purchase of Common Stock |
700,087 |
18.6654 |
11/07/2024 |
Purchase of Common Stock |
556,471 |
18.9777 |
11/08/2024 |
Purchase of Common Stock |
1,216 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
220,726 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
1,492 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
415 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
58,753 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
331,476 |
18.1966 |
11/18/2024 |
Purchase of Common Stock |
829 |
18.0658 |
11/19/2024 |
Purchase of Common Stock |
82,868 |
18.0658 |
11/19/2024 |
ENGINE JET CAPITAL, L.P.
Purchase of Common Stock |
71,384 |
18.6654 |
11/07/2024 |
Purchase of Common Stock |
56,740 |
18.9777 |
11/08/2024 |
Purchase of Common Stock |
22,484 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
152 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
42 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
5,985 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
33,766 |
18.1966 |
11/18/2024 |
Purchase of Common Stock |
84 |
18.0658 |
11/19/2024 |
Purchase of Common Stock |
8,442 |
18.0658 |
11/19/2024 |
ENGINE LIFT CAPITAL, LP
Purchase of Common Stock |
73,298 |
18.6654 |
11/07/2024 |
Purchase of Common Stock |
58,262 |
18.9777 |
11/08/2024 |
Purchase of Common Stock |
329 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
23,145 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
156 |
17.7972 |
11/14/2024 |
Purchase of Common Stock |
43 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
6,161 |
17.8280 |
11/15/2024 |
Purchase of Common Stock |
34,758 |
18.1966 |
11/18/2024 |
Purchase of Common Stock |
87 |
18.0658 |
11/19/2024 |
Purchase of Common Stock |
8,690 |
18.0658 |
11/19/2024 |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of
a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Magnera Corporation,
a Pennsylvania corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: November 21, 2024
|
Engine Capital, L.P. |
|
|
|
By: |
Engine Investments, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Jet Capital, L.P. |
|
|
|
By: |
Engine Investments, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Lift Capital, LP |
|
|
|
By: |
Engine Investments II, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Capital Management, LP |
|
|
|
By: |
Engine Capital Management GP, LLC,
General Partner |
|
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Capital Management GP, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
Engine Investments II, LLC |
|
|
|
By: |
/s/ Arnaud Ajdler |
|
|
Name: |
Arnaud Ajdler |
|
|
Title: |
Managing Member |
|
/s/ Arnaud Ajdler |
|
Arnaud Ajdler |
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