Current Report Filing (8-k)
April 20 2020 - 11:41AM
Edgar (US Regulatory)
0001327068
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0001327068
2020-04-20
2020-04-20
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xbrli:shares
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
April 20, 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):
☐ Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 ☐
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. £
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 8.01 Other Events.
United States Oil Fund,
LP (“USO”) offers it shares on a continuous basis under Rule 415 of the Securities Act of 1933, and when all registered
shares have been sold, additional shares are registered in subsequent registration statements. As of the open of the market on
April 20, 2020, USO only has 299,900,000 shares registered with the SEC that are available for purchase by its Authorized Purchasers.
As stated in its current
prospectus, USO creates and redeems shares in blocks of 100,000 shares called “Creation Baskets” and “Redemption
Baskets”, respectively. Only Authorized Purchasers, which are institutional firms, may purchase or redeem Creation Baskets
or Redemption Baskets through USO’s marketing agent, ALPS Distributors, Inc. (the “Marketing Agent”). If USO
issues all of its currently remaining registered shares before the registration statement regarding additional, new shares is declared
effective, USO management would have to suspend the ability of the Authorized Purchasers to purchase new creation baskets until
such time as the registration statement for the additional shares has been declared effective by the SEC. The ability of Authorized
Purchasers to redeem baskets of shares in such a situation would remain unaffected, and trading of such shares on the NYSE Arca,
Inc. will not be discontinued as a result of the suspension of sales of Creation Baskets.
In the event that there
was a suspension in the ability of Authorized Purchasers to purchase additional Creation Baskets, management believes that Authorized
Purchasers and other groups that make a market in shares of USO would still continue to actively trade the shares. However, management
believes that in such a situation, Authorized Purchasers and other market makers may seek to adjust the market they make in the
shares. Specifically, these market participants may increase the spread between the prices that they quote for offers to buy and
sell shares to allow them to adjust to the potential uncertainty as to when they might be able to purchase additional Creation
Baskets of shares. In addition, Authorized Purchasers may be less willing to offer to quote offers to buy or sell shares in large
numbers. The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes
may be available, could increase the trading costs to investors in USO compared to the quotes and the number of shares on which
bids and offers are made if the Authorized Purchasers were to still be able to freely create new baskets of shares.
In addition, there
could be a significant variation between the market price at which shares are traded and the shares’ net asset value, which
is also the price shares can be redeemed with USO by Authorized Purchasers in Redemption Baskets. The foregoing could also create
significant deviations from USO's investment objective, i.e., for the daily changes in percentage terms of its shares’
per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the spot price of light, sweet
crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the price of a specified short-term futures contract
on light, sweet crude oil called the “Benchmark Oil Futures Contract,” plus interest earned on USO’s collateral
holdings, less USO’s expenses. Management believes that any potential impact to the market in shares of USO that could occur
from the Authorized Purchasers’ inability to issue new Creation Baskets would not extend beyond the time when additional
shares would be registered and available for distribution.
If USO has to temporarily
suspend the issuance of additional Creation Baskets, it will issue a subsequent current report on Form 8-K to announce the suspension.
USO will also issue a subsequent current report on Form 8-K to announce the effectiveness of the above-mentioned registration statement
offering the additional, new shares and USO’s ability to resume offering Creation Baskets to its Authorized Purchasers.
Any forward-looking
statements in this current report are based on expectations of USO management at this time. Whether or not actual results and developments
will conform to management’s expectations and predictions, however, is subject to a number of risks and uncertainties, including
the special considerations discussed in USO’s prospectus, general economic, market and business conditions, changes in laws
or regulations or other actions made by governmental authorities or regulatory bodies, and other world economic and political developments.
USO undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise.
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: April 20, 2020
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By:
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/s/ John Love
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Name:
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John P. Love
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Title:
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President and CEO
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United States Oil (AMEX:USO)
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