Current Report Filing (8-k)
March 11 2022 - 08:24AM
Edgar (US Regulatory)
false 0001415311 0001415311 2022-03-10
2022-03-10 0001415311 kold:ProSharesUltraSilverMember 2022-03-10
2022-03-10 0001415311 us-gaap:ShortMember 2022-03-10
2022-03-10
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): March 11,
2022 (March 10, 2022)
ProShares Trust II
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34200 |
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87-6284802 |
(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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Michael L. Sapir
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue
21st Floor
Bethesda, Maryland 20814
(240) 497-6400
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Michael M. Philipp
c/o Morgan Lewis & Bockius LLP
77 West Wacker Drive
Chicago, Illinois 60601
and
Richard F. Morris
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue
21st Floor
Bethesda, Maryland 20814
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
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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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ProShares UltraShort Australian
Dollar |
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(CROC) |
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NYSE Arca, Inc. |
ProShares Short Euro |
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(EUFX) |
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NYSE Arca, Inc. |
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):
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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. ☐
Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
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On March 10, 2022, ProShare Capital Management LLC (the “Sponsor”)
notified the NYSE Arca of its decision to voluntarily close,
de-list and liquidate ProShares UltraShort Australian Dollar (CROC)
and ProShares Short Euro (EUFX) (collectively, the “Funds”) and to
withdraw the shares thereof from registration under the Securities
Exchange Act of 1934, as amended. Prior to market open on May 3,
2022 shares of the Funds will not be traded on NYSE Arca and there
will be no secondary market for the Funds’ shares.
The last day the funds will accept creation orders is May 2, 2022.
Secondary market trading in each Fund’s shares will be halted prior
to the market open on May 3, 2022. Fund holdings will be liquidated
by May 3, 2022 or shortly thereafter. Once each Fund is in the
process of liquidating its portfolio, it will not be managed in
accordance with its investment objective. Proceeds of the
liquidation are scheduled to be distributed to shareholders on or
about May 17, 2022 (the “Distribution Date”).
Any shareholders remaining in a Fund on the Distribution Date will
automatically have their shares redeemed for cash at the net asset
value as of the liquidation date. The cash distribution will be
deposited into the cash portion of shareholders’ brokerage
accounts. These cash distributions are taxable events, and
shareholders should consult their tax advisors about potential tax
consequences.
The liquidation of the Funds means that the Funds will no longer
participate in the NYSE Arca ETP Incentive Program. The Sponsor
announced the foregoing via a press release dated March 10, 2022. A
copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is hereby incorporated by
reference.
Item 9.01 |
Financial Statements and Exhibits
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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.
Date: March 11, 2022
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ProShares Trust II |
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By: |
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/s/ Todd B. Johnson
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Todd B. Johnson |
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Principal Executive Officer |
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