Sec Form 3 Filing - Magnetar Financial LLC @ CoreWeave, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 3

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Magnetar Financial LLC

2. Issuer Name and Ticker or Trading Symbol
CoreWeave, Inc. [ CRWV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1603 ORRINGTON AVENUE, 13TH FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
03/27/2025

(Street)

EVANSTON, IL60201

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								11,732,080	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 4 )}
Class A Common Stock								1,079,900	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 5 )}
Class A Common Stock								3,362,500	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 6 )}
Class A Common Stock								539,940	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 7 )}
Class A Common Stock								7,829,560	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 8 )}
Class A Common Stock								644,780	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 9 )}
Class A Common Stock								1,290,200	I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )} ^{( 10 )}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	6,528,260			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 13 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	5,118,220			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 14 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	2,021,480			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 15 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	9,102,460			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )} ^{( 12 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	1,161,280			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 6 )} ^{( 12 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	645,160			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 7 )} ^{( 12 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	1,354,820			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 8 )} ^{( 12 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	2,537,600			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 16 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	301,060			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 17 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	1,937,420			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 9 )} ^{( 12 )}
Series B Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	29,545,300			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 18 )}
Series C Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	649,029			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 13 )}
Series C Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	99,424			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 12 )} ^{( 17 )}
Series C Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	1,835,407			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 9 )} ^{( 12 )}
Series C Preferred Stock	^{( 11 )}							^{( 11 )}	^{( 11 )}	Class A Common Stock	6,502,368			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 10 )} ^{( 12 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							10/17/2022	10/17/2029	Class A Common Stock	224,848 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 13 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							11/15/2022	11/15/2029	Class A Common Stock	224,848 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 13 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							01/19/2023	10/17/2029	Class A Common Stock	299,803 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 13 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							04/20/2023	04/20/2030	Class A Common Stock	187,375 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 13 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							11/15/2022	11/15/2029	Class A Common Stock	112,424 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 4 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							01/19/2023	10/17/2029	Class A Common Stock	149,901 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 4 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							04/20/2023	04/20/2030	Class A Common Stock	93,687 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 4 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							10/17/2022	10/17/2029	Class A Common Stock	112,424 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 4 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							10/17/2022	10/17/2029	Class A Common Stock	412,222 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 14 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							11/15/2022	11/15/2029	Class A Common Stock	412,222 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 14 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							01/19/2023	10/17/2029	Class A Common Stock	549,639 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 14 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							04/20/2023	04/20/2030	Class A Common Stock	343,521 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 14 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							10/17/2022	10/17/2029	Class A Common Stock	206,111 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 15 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							11/15/2022	11/15/2029	Class A Common Stock	206,111 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 15 )} ^{( 20 )}
Penny Warrant (right to buy)	$ 0.0005 ^{( 19 )}							01/19/2023	10/17/2029	Class A Common Stock	274,819 ^{( 19 )}			I	See Footnotes ^{( 1 )} ^{( 2 )} ^{( 15 )} ^{( 20 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Magnetar Financial LLC 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON, IL60201		X
Magnetar Capital Partners LP 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON, IL60201		X
Supernova Management LLC 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON, IL60201		X
Snyderman David J. 1603 ORRINGTON AVENUE 13TH FLOOR EVANSTON, IL60201		X

**Signatures**
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC		03/27/2025
Signature of Reporting Person		Date
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP		03/27/2025
Signature of Reporting Person		Date
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman, as Manager of Supernova Management LLC		03/27/2025
Signature of Reporting Person		Date
/s/ Hayley A. Stein, Attorney-in-Fact for David J. Snyderman		03/27/2025
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Magnetar Financial LLC ("Magnetar Financial") serves as the investment adviser to each of Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Magnetar Longhorn Fund LP, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC, Magnetar Capital Master Fund, Longhorn Special Opportunities Fund LP, CW Opportunity LLC and CW Opportunity 2 LP, the general partner of Magnetar Structured Credit Fund, LP and the manager of Magnetar Lake Credit Fund LLC and Magnetar Alpha Star Fund LLC (collectively, the "Magnetar Funds").
( 2 )Magnetar Capital Partners LP ("Magnetar Capital Partners") is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management") is the general partner of Magnetar Capital Partners. The manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.
( 3 )Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these shares of the Class A common stock ("Common Stock") of CoreWeave, Inc. (the "Issuer"), except to the extent of its or his pecuniary interest therein.
( 4 )These securities are held directly by Magnetar Structured Credit Fund, LP.
( 5 )These securities are held directly by Magnetar Longhorn Fund LP.
( 6 )These securities are held directly by Purpose Alternative Credit Fund - F LLC.
( 7 )These securities are held directly by Purpose Alternative Credit Fund - T LLC.
( 8 )These securities are held directly by Magnetar Lake Credit Fund LLC.
( 9 )These securities are held directly by Longhorn Special Opportunities Fund LP.
( 10 )These securities are held directly by CW Opportunity 2 LP.
( 11 )The Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") of the Issuer are convertible into shares of Common Stock of the Issuer at the holder's election and have no expiration date. All shares of Preferred Stock will automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
( 12 )Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of these Preferred Stock and shares of Common Stock issuable upon conversion of such Preferred Stock, except to the extent of its or his pecuniary interest therein.
( 13 )These securities are held directly by Magnetar Constellation Master Fund Ltd.
( 14 )These securities are held directly by Magnetar Xing He Master Fund Ltd.
( 15 )These securities are held directly by Magnetar SC Fund Ltd.
( 16 )These securities are held directly by Magnetar Alpha Star Fund LLC.
( 17 )These securities are held directly by Magnetar Capital Master Fund.
( 18 )These securities are held directly by CW Opportunity LLC.
( 19 )Pursuant to the terms of the Penny Warrants, the number of shares for which the Penny Warrants are exercisable may be adjusted for stock splits, share combinations or dividends made by the Issuer on the Common Stock, a reorganization, consolidation or merger of the Issuer and similar adjustments.
( 20 )Each of the Magnetar Funds, Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman disclaims beneficial ownership of the Penny Warrants and shares of Common Stock issuable upon conversion of such Penny Warrants, except to the extent of its or his pecuniary interest therein.

Remarks:
This Form 3 is the first of three Form 3s filed relating to the same event. This Form 3 has been split into three filings because there are more than 30 derivative securities beneficially owned, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 30 rows per table. Combined, the three reports report the holdings for the following reporting persons: Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman.Exhibit 99.1 - Joint Filing Agreement

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 3 Filing - Magnetar Financial LLC @ CoreWeave, Inc. - 2025-03-27