Attached files

file filename
EX-3.2 - EXHIBIT - Ceres Classic L.P.mscg32ex.htm
EX-3.1 - EXHIBIT - Ceres Classic L.P.mscg31ex.htm


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):  November 30, 2012

Managed Futures Premier Graham L.P.
(Exact name of registrant as specified in its charter)

Delaware                                                       0-25603 13-4018068
(State or other jurisdiction of incorporation)           (Commission File Number)                            (IRS Employer Identification No.)

c/o Ceres Managed Futures LLC, 522 Fifth Avenue, 14th Floor, New York, NY 10036
(Address of principal executive offices)                                                                                                            (Zip Code)

Registrant’s telephone number, including area code:   (855) 672-4468


(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 communications 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))





Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Ceres Managed Futures LLC, the general partner of the Registrant, has determined to change the Registrant’s name to Managed Futures Premier Graham L.P.  The Registrant’s Certificate of Limited Partnership was amended and the Registrant’s Amended and Restated Limited Partnership Agreement was amended and restated as of November 30, 2012, to change the name of the Registrant to Managed Futures Premier Graham L.P.

A copy of the Certificate of Amendment of Certificate of Limited Partnership of the Registrant is filed herewith as Exhibit 3.1 and incorporated herein by reference, and a copy of the Form of Amended and Restated Limited Partnership Agreement of the Registrant is filed herewith as Exhibit 3.2 and incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)  Exhibits
 
 
Exhibit 3.1                      Certificate of Amendment of Certificate of Limited Partnership of the Registrantdated as of November 30, 2012.

Exhibit 3.2
Form of Amended and Restated Limited Partnership Agreement of the Registrant dated as of November 30, 2012.




 
 
 

 

 
SIGNATURE
 
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:   December 5, 2012
MANAGED FUTURES PREMIER GRAHAM L.P.
By:          Ceres Managed Futures LLC
as General Partner
 
/s/       Walter Davis
Name:  Walter Davis
Title:    President and Director