Post-effective Amendment to Registration Statement (pos Am)
December 12 2019 - 5:01PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on December 12, 2019
Registration
No. 333-214825
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 4
to
FORM S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
USCF
FUNDS TRUST
(Exact Name
of Registrant as Specified in Its Charter)
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Delaware
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6770
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38-7159729
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
Number)
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United
States Commodity Funds LLC
1850
Mt. Diablo Blvd., Suite 640
Walnut
Creek, California 94596
510.522.9600
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Daphne
Frydman
1850
Mt. Diablo Blvd., Suite 640
Walnut
Creek, California 94596
510.522.9600
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(Address,
Including Zip Code, and Telephone Number,
Including
Area Code, of Registrant’s Principal Executive Offices)
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(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent for Service)
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Copies
to:
James M. Cain,
Esq.
Eversheds
Sutherland (US) LLP
700 Sixth
Street, N.W., Suite 700
Washington,
DC 20001-3980
202.383.0100
Approximate
date of commencement of proposed sale to the public: Not Applicable.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, check the following box. o
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large
accelerated filer o
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Accelerated
filer
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o
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Non-accelerated
filer x
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(Do not
check if a smaller reporting company)
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Smaller reporting
company
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o
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Emerging growth
company
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x
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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 to Section 7(a)(2)(B) of the Securities Act. x
EXPLANATORY
NOTE
Pursuant to a Plan of Liquidation,
dated November 20, 2019, United States Commodity Funds LLC, the sponsor of the Registrant, is expected to liquidate the United
States 3x Oil Fund, the series registered pursuant to the Registration Statement, on or about December 18, 2019 (the “Liquidation”).
As a result of the transactions contemplated
by the Liquidation, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration
Statement.
Accordingly, the Registrant hereby
terminates the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in the
Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered
for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant
that had been registered for issuance but remain unsold under the Registration Statement. The Registration Statement is hereby
amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 4 to Form S-1 to be signed on
its behalf by the undersigned, thereunder duly authorized, in the town of Walnut Creek, state of California, on December 12, 2019.
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USCF
Funds Trust
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By:
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United
States Commodity Funds LLC, Sponsor
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By:
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/s/ John P. Love
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John
P. Love
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President
and Chief Executive Officer of
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United
States Commodity Funds LLC
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Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the registration statement has been signed by the following
persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any number of counterparts,
all of which shall constitute one and the same instrument.
Signature
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Title
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Date
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/s/ John P. Love
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President,
Chief Executive Officer, and
Management Director
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December
12, 2019
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John P. Love
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(Principal Executive
Officer)
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/s/
Stuart P. Crumbaugh
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Chief Financial
Officer
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December 12, 2019
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Stuart P. Crumbaugh
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(Principal Financial
and Accounting Officer)
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*
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Management Director
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December 12, 2019
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Nicholas D. Gerber
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*
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Management Director
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December 12, 2019
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Andrew F Ngim
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*
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Management Director
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December 12, 2019
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Robert L. Nguyen
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*
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Independent Director
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December 12, 2019
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Peter M. Robinson
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*
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Independent Director
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December 12, 2019
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Gordon L. Ellis
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*
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Independent Director
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December 12, 2019
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Malcolm R. Fobes
III
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*
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Signed
by John P. Love pursuant a power of attorney signed by each individual on December 2, 2016.
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