UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
GRILL CONCEPTS, INC.
--------------------
(Name of Issuer)
Common Stock, $.00004 par value per share
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(Title of Class of Securities)
398502203
------------------------
(CUSIP Number)
December 31, 2007
------------------------
(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).
Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
SCHEDULE 13G
CUSIP No.: 398502203 Page 2 of 11 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MAGNETAR FINANCIAL LLC
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
Delaware
...............................................................................
5. Sole Voting Power None
Number of ...........................................................
Shares 6. Shared Voting Power 547,967/1/
Beneficially ...........................................................
Owned by Each 7. Sole Dispositive Power None
Reporting ...........................................................
Person With 8. Shared Dispositive Power 547,967/1/
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
547,967/1/
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
6.24% based on 8,786,405 shares outstanding as of October 30, 2007./1/
...............................................................................
12. Type of Reporting Person:
IA; OO
----------------
/1/ In addition, the Reporting Person also owns certain warrants to acquire
Shares. The warrants, which are exercisable immediately at the option of the
holder, are subject to so-called "blocker" provisions prohibiting the holder
from exercising the warrants to the extent that such exercise would result in
the holder being deemed the beneficial owner of more than 4.90% of the Shares
then issued and outstanding. See Item 4(a) herein.
SCHEDULE 13G
CUSIP No.: 398502203 Page 3 of 11 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MAGNETAR CAPITAL PARTNERS LP
...............................................................................
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3.
SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
Delaware
...............................................................................
5. Sole Voting Power None
Number of ...........................................................
Shares 6. Shared Voting Power 797,740/1/
Beneficially ...........................................................
Owned by Each 7. Sole Dispositive Power None
Reporting ...........................................................
Person With 8. Shared Dispositive Power 797,740/1/
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
797,740/1/
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
9.08% based on 8,786,405 shares outstanding as of October 30, 2007./1/
...............................................................................
12. Type of Reporting Person:
HC; OO
/1/ In addition, the Reporting Person also owns certain warrants to acquire
Shares. The warrants, which are exercisable immediately at the option of the
holder, are subject to so-called "blocker" provisions prohibiting the holder
from exercising the warrants to the extent that such exercise would result in
the holder being deemed the beneficial owner of more than 4.90% of the Shares
then issued and outstanding. See Item 4(a) herein.
SCHEDULE 13G
CUSIP No.: 398502203 Page 4 of 11 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SUPERNOVA MANAGEMENT LLC
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3.
SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
Delaware
...............................................................................
5. Sole Voting Power None
Number of ...........................................................
Shares 6. Shared Voting Power 797,740/1/
Beneficially ...........................................................
Owned by Each 7. Sole Dispositive Power None
Reporting ...........................................................
Person With 8. Shared Dispositive Power 797,740/1/
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
797,740/1/
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
9.08% based on 8,786,405 shares outstanding as of October 30, 2007./1/
...............................................................................
12. Type of Reporting Person:
HC; OO
/1/ In addition, the Reporting Person also owns certain warrants to acquire
Shares. The warrants, which are exercisable immediately at the option of the
holder, are subject to so-called "blocker" provisions prohibiting the holder
from exercising the warrants to the extent that such exercise would result in
the holder being deemed the beneficial owner of more than 4.90% of the Shares
then issued and outstanding. See Item 4(a) herein.
SCHEDULE 13G
CUSIP No.: 398502203 Page 5 of 11 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ALEC N. LITOWITZ
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
United States of America
...............................................................................
5. Sole Voting Power None
Number of ...........................................................
Shares 6. Shared Voting Power 797,740/1/
Beneficially ...........................................................
Owned by Each 7. Sole Dispositive Power None
Reporting ...........................................................
Person With 8. Shared Dispositive Power 797,740/1/
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
797,740/1/
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
9.08% based on 8,786,405 shares outstanding as of October 30, 2007./1/
...............................................................................
12. Type of Reporting Person:
HC
/1/ In addition, the Reporting Person also owns certain warrants to acquire
Shares. The warrants, which are exercisable immediately at the option of the
holder, are subject to so-called "blocker" provisions prohibiting the holder
from exercising the warrants to the extent that such exercise would result in
the holder being deemed the beneficial owner of more than 4.90% of the Shares
then issued and outstanding. See Item 4(a) herein.
Page 6 of 11 Pages
Item 1(a). Name of Issuer:
Grill Concepts, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
11661 San Vincente Blvd., Suite 404, Los Angeles, California 90049.
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of each of the following
persons (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 Shares (as defined herein) held for the accounts of
Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company ("Magnetar
Capital Master Fund") and Shares held for certain managed accounts ("Managed
Accounts"). Magnetar Capital Partners serves as the sole member and parent
holding company of Magnetar Financial and Magnetar Investment Management, LLC a
Delaware limited liability company ("Magnetar Investment Management"). Each of
Magnetar Financial and Magnetar Investment Management are registered investment
advisers under Section 203 of the Investment Advisers Act of 1940, as amended.
Magnetar Financial serves as investment adviser to Magnetar Capital Master Fund.
In such capacity, Magnetar Financial exercises voting and investment power over
the Shares held for the account of Magnetar Capital Master Fund. Magnetar
Investment Management serve as investment adviser to the Managed Accounts. In
such capacity, Magnetar Investment Management exercises voting and investment
power over the Shares held for the accounts of the Managed Accounts. 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 or, if None, Residence
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). Citizenship
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.
Page 7 of 11 Pages
Item 2(d). Title of Class of Securities:
Common Stock, $.00004 par value per share (the "Shares")
Item 2(e). CUSIP Number:
398502203
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
(i) As of December 31, 2007, each of Magnetar Capital Partners,
Supernova Management and Mr. Litowitz may be deemed to be the beneficial owner
of: (A) 547,967 Shares held for the account of Magnetar Capital Master Fund; and
(B) 249,773 Shares held for the accounts of the Managed Accounts.
(ii) As of December 31, 2007, Magnetar Financial may be deemed to be
the beneficial owner of 547,967 Shares held for the account of Magnetar Capital
Master Fund.
In addition, each of Magnetar Financial, Magnetar Capital Partners,
Supernova Management and Mr. Litowitz also own warrants held for the account of
Magnetar Capital Master Fund. There is a contractual provision blocking exercise
of the warrants when the holder beneficially owns more than 4.90% of the issued
and outstanding Shares. Since the Reporting Persons currently beneficially own
9.08% of the Shares, the warrants are not currently exercisable and thus, the
Shares underlying the warrants have not been included in the calculations of the
Reporting Person's beneficial ownership of the Shares.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of Magnetar Capital Partners,
Supernova Management and Mr. Litowitz may be deemed to be the beneficial owner
constitutes approximately 9.08% the total number of Shares outstanding (based
upon information provided by the Issuer in its most recently-filed quarterly
report on Form 10-Q, there were approximately 8,786,405 shares outstanding as of
October 30, 2007).
Page 8 of 11 Pages
(ii) The number of Shares of which Magnetar Financial may be deemed
to be the beneficial owner constitutes approximately 6.24% of the total number
of Shares outstanding.
Item 4(c) Number of Shares of which such person has:
Magnetar Financial:
------------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 547,967/1/
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 547,967/1/
Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
------------------------------------------------------------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 797,740/1/
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 797,740/1/
/1/ In addition, the Reporting Person also owns certain warrants to acquire
Shares. The warrants, which are exercisable immediately at the option of the
holder, are subject to so-called "blocker" provisions prohibiting the holder
from exercising the warrants to the extent that such exercise would result in
the holder being deemed the beneficial owner of more than 4.90% of the Shares
then issued and outstanding. See Item 4(a) herein.
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
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:
See disclosure in Item 2 hereof.
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 each of the Reporting Persons certifies that, to the
best of their knowledge and belief, the securities referred to above 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.
Page 9 of 11 Pages
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 13, 2008 MAGNETAR FINANCIAL LLC
By: Magnetar Capital Partners LP
As Sole Member
By: /s/ Alec N. Litowitz
-----------------------------
Name: Alec N. Litowitz
Title: Manager of Supernova
Management LLC, as General Partner
of Magnetar Capital Partners LP
Date: February 13, 2008 MAGNETAR CAPITAL PARTNERS LP
By: /s/ Alec N. Litowitz
-----------------------------
Name: Alec N. Litowitz
Title: Manager of Supernova
Management LLC, as General Partner
of Magnetar Capital Partners LP
Date: February 13, 2008 SUPERNOVA MANAGEMENT LLC
By: /s/ Alec N. Litowitz
-----------------------------
Name: Alec N. Litowitz
Title: Manager
Date: February 13, 2008 ALEC N. LITOWITZ
/s/ Alec N. Litowitz
--------------------
Page 10 of 11 Pages
EXHIBIT INDEX
Ex. Page No.
--- --------
A. Joint Filing Agreement, dated February 13, 2008 by and among
Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova
Management LLC, and Alec N. Litowitz........................... 11
Page 11 of 11 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Grill Concepts, Inc. dated as of February 13,
2008 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 provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Date: February 13, 2008 MAGNETAR FINANCIAL LLC
By: Magnetar Capital Partners LP
As Sole Member
By: /s/ Alec N. Litowitz
----------------------------
Name: Alec N. Litowitz
Title: Manager of Supernova Management LLC, as
General Partner of Magnetar Capital Partners LP
Date: February 13, 2008 MAGNETAR CAPITAL PARTNERS LP
By: /s/ Alec N. Litowitz
----------------------------
Name: Alec N. Litowitz
Title: Manager of Supernova Management LLC, as
General Partner of Magnetar Capital Partners LP
Date: February 13, 2008 SUPERNOVA MANAGEMENT LLC
By: /s/ Alec N. Litowitz
----------------------------
Name: Alec N. Litowitz
Title: Manager
Date: February 13, 2008 ALEC N. LITOWITZ
/s/ Alec N. Litowitz
--------------------