Current Report Filing (8-k)
December 07 2020 - 4:22PM
Edgar (US Regulatory)
0001327068
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0001327068
2020-12-03
2020-12-03
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xbrli:shares
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): December 3, 2020
UNITED
STATES OIL FUND, LP
(Exact name of
registrant as specified in its charter)
Delaware
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001-32834
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20-2830691
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1850 Mt. Diablo
Boulevard, Suite 640
Walnut Creek,
California 94596
(Address
of principal executive offices) (Zip Code)
(510)
522-9600
Registrant’s
telephone number, including
area code
Not Applicable
(Former name
or former address, if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company o
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to
Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered:
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Shares
of United States Oil Fund, LP
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USO
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NYSE Arca, Inc.
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Item 1.01 Entry into a Material
Definitive Agreement.
Effective
December 3, 2020, the United States Oil Fund, LP (the “Registrant”) has
engaged Macquarie Futures USA LLC (“MFUSA”) to serve as an additional futures commission merchant (“FCM’)
for the Registrant.
The
Customer Agreement between the Registrant and MFUSA (“the Agreement”) requires MFUSA to provide services to the Registrant,
in connection with the purchase and sale of futures contracts that may be purchased or sold
by or through MFUSA for the Registrant’s account. Under the Agreement, the Registrant pays MFUSA commissions for executing
and clearing trades on behalf of the Registrant. As a result, MFUSA will serve as an FCM for the Registrant along with (1) RBC
Capital Markets, LLC, (2) RCG Division of Marex Spectron, and (3) E D & F Man Capital Markets Inc.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement,
a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
8.01 Other Events.
Update of Indicative Fund Value Disclosure
The
Registrant has updated its disclosure of the methodology for calculating the Registrant’s indicative fund value, which is
set forth under the heading “Calculating Per Share NAV” in the Registrant’s prospectus. The amended disclosure
is intended to provide greater detail on the valuation of the Registrant’s investments for purposes of calculating the Registrant’s
indicative fund value.
Update to Legal Proceedings
On
June 19, 2020, USCF, USO, John P. Love, and Stuart P. Crumbaugh were named as defendants in the Lucas Class Action (the “Initial
Lucas Class Complaint”). The Initial Lucas Class Complaint alleges that, beginning in March 2020, in connection with USO’s
registration and issuance of additional USO shares, USCF, USO, and the other defendants in the Initial Lucas Class Action failed
to disclose to investors in USO certain extraordinary market conditions and the attendant risks that caused the demand for oil
to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. Plaintiff alleges that
USCF, USO, and the other defendants in the Initial Lucas Class Action possessed inside knowledge about the consequences of these
converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses
and was allegedly forced to abandon its investment strategy. The Court thereafter consolidated the Initial Lucas Class Action
with two related putative class action complaints and appointed a lead plaintiff. The consolidated class action is pending in
the U.S. District Court for the Southern District of New York under the caption In re:
United States Oil Fund, LP Securities Litigation, Civil Action No. 1:20-cv-04740. The consolidated class action seeks
to certify a class and award the class compensatory damages at an amount to be determined at trial.
On
November 30, 2020, the lead plaintiff filed an amended complaint in In re: United States
Oil Fund, LP Securities Litigation (the “Amended Lucas Class Complaint”). In addition to amending the Initial
Lucas Class Complaint with respect to the underlying facts, including revising the start of the class period to February 2020,
and adding claims under the Securities Act of 1933, the Amended Lucas Class Complaint added as defendants directors of USCF (Nicholas
D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes III); marketing agent (ALPS
Distributors, Inc.); and Authorized Participants (ABN Amro, BNP Paribas Securities Corporation, Citadel Securities LLC, Citigroup
Global Markets, Inc., Credit Suisse Securities USA LLC, Deutsche Bank Securities Inc., Goldman Sachs & Company, J.P. Morgan
Securities Inc., Merrill Lynch Professional Clearing Corporation, Morgan Stanley & Company Inc., Nomura Securities International
Inc., RBC Capital Markets LLC, SG Americas Securities LLC, UBS Securities LLC, and Virtu Financial BD LLC).
USCF, USO, and
the other defendants in In re: United States Oil Fund, LP Securities Litigation
intend to vigorously contest such claims and move for their dismissal.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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UNITED STATES OIL FUND,
LP
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By:
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United States Commodity Funds LLC, its
general partner
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Date: December 7, 2020
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By:
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/s/
John P. Love
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Name:
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John P. Love
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Title:
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President
and Chief Executive Officer, and
Management
Director
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