SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Magnetar Capital Partners LP

(Last) (First) (Middle)
1603 ORRINGTON AVE.
13TH FLOOR

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/23/2007
3. Issuer Name and Ticker or Trading Symbol
180 Connect Inc. [ CNCT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,008,100 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (3) 08/25/2010 Common Stock 290,000 $5 I See Footnote(1)
Right to Acquire(2) (3) (3) Common Stock 160,000 (3) I See Footnote(1)
1. Name and Address of Reporting Person*
Magnetar Capital Partners LP

(Last) (First) (Middle)
1603 ORRINGTON AVE.
13TH FLOOR

(Street)
EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Supernova Management LLC

(Last) (First) (Middle)
1603 ORRINGTON AVENUE, 13TH FLOOR

(Street)
EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Magnetar Financial LLC

(Last) (First) (Middle)
1603 ORRINGTON AVE.
13TH FLOOR

(Street)
EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Litowitz Alec N

(Last) (First) (Middle)
C/O MAGNETAR FINANCIAL LLC
1603 ORRINGTON AVENUE, 13TH FLOOR

(Street)
EVANSTON IL 60201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares of the Issuer's common stock, par value $0.0001 per share ("Shares"), are held for the account of Magnetar Capital Master Fund Ltd, a Cayman Islands exempted company. Magnetar Financial LLC, a Delaware limited liability company, serves as investment adviser to Magnetar Capital Master Fund Ltd. In such capacity, Magnetar Financial LLC exercises voting and investment power over the Shares held for the account of Magnetar Capital Master Fund Ltd. Magnetar Financial LLC is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Capital Partners LP, a Delaware limited partnership, serves as the sole member and parent holding company of Magnetar Financial LLC. Supernova Management LLC, a Delaware limited liability company, is the general partner of Magnetar Capital Partners LP. The manager of Supernova Management LLC is Alec N. Litowitz, a citizen of the United States of America.
2. As described in Item 4 of the Schedule 13D filed with the SEC on September 5, 2007 by the Reporting Persons, written agreements evidencing the commitment described therein have not been provided to Magnetar Capital Master Fund Ltd as of September 5, 2007.
3. The date exercisable and the exercise price are unknown.
Remarks:
* This filing is being made on a protective basis due to the events described in Item 4 of the Schedule 13D filed with the SEC on September 5, 2007 by the Reporting Persons. Each of the Reporting Persons expressly disclaims that they are part of any 10% "group" with any other person or entity within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and the Reporting Persons further expressly disclaim that this filing is required to be made. The Reporting Persons expressly disclaim beneficial ownership of any securities reported in this filing, except to the extent of any pecuniary interest therein.
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP 09/05/2007
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC 09/05/2007
/s/ Alec N. Litowitz 09/05/2007
/s/ Alec N. Litowitz, as Manager of Supernova Management LLC, as General Partner of Magnetar Capital Partners LP, as Sole Member of Magnetar Financial LLC 09/05/2007
** Signature of Reporting Person Date
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 5 (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).
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