Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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. 87403Q201
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
2,917,793
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
2,917,793
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,917,793
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.73%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
|
CUSIP No. 87403Q201
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
2,917,793
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
2,917,793
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,917,793
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.73%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, PN
|
CUSIP No. 87403Q201
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
2,917,793
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
2,917,793
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,917,793
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.73%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
|
CUSIP No. 87403Q201
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
2,917,793
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
8
|
SHARED DISPOSITIVE POWER
2,917,793
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,917,793
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.73%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
SCHEDULE 13G
|
Item 1(a)
|
Name of Issuer.
|
Tailwind Acquisition Corp. (the “Issuer”)
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices.
|
1545 Courtney Ave
Los Angeles, CA 90046
|
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 Units (as defined herein) held
for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation
Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”),
Magnetar Capital Master Fund Ltd (“Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic
Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose 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) and 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 Units 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.
|
Units
87403Q201
(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(a)
|
Amount Beneficially Owned:
|
As of December 31,
2020, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz held 2,917,793 Units. The
amount consists of (A) 978,220 Units held for the account of Constellation Master Fund; (B) 36,793 Units held for the
account of Master Fund; and (C) 347,280 Units held for the account of Xing He Master Fund; (D) 281,006 Units held for
the account of Constellation Fund; (E) 262,450 Units held for the account of SC Fund; (F) 387,046 Units held for the
account of Structured Credit Fund; (G) 230,000 Units held for the account of Systematic Master Fund; (H) 204,126 Units
held for the account of Lake Credit Fund; (I) 127,248 Units held for the account of Purpose Fund and (J) 63,624 Units
held of the account of Purpose Fund – T. The Units held by the Magnetar Funds represent approximately 8.73% of the total
number of Units outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding Units of the Issuer).
|
Item 4(b)
|
Percent of Class:
|
(i) As of December 31, 2020, each
of Reporting Persons were deemed to be the beneficial owner constituting approximately 8.73% of the total number of Units outstanding
(based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November 16, 2020, there were
approximately 33,421,570 Units outstanding as of November 16, 2020).
|
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 :
|
2,917,793
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
2,917,793
|
|
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 ¨.
|
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.
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: February 12, 2021
|
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: February 12, 2021
|
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: February 12, 2021
|
supernova management llc
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager
|
Date:
February 12, 2021
|
/s/ Alec N. Litowitz
|
|
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 Units of Tailwind Acquisition Corp. dated as of December 31, 2020 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: February 12, 2021
|
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: February 12, 2021
|
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:
February 12, 2021
|
supernova
management llc
|
|
|
|
By:
|
/s/ Alec N. Litowitz
|
|
Name:
|
Alec N. Litowitz
|
|
Title:
|
Manager
|
Date:
February 12, 2021
|
/s/ Alec N. Litowitz
|
|
Alec N. Litowitz
|