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): June 1, 2015
POTOMAC FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
New York 0-50735 13-3937275
-------------- ------------------ ------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY 10036
(Address and Zip Code of principal executive offices)
Registrant's telephone number, including area code: (855)672-4468
--------------
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 communications 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))
Item 3.02 Unregistered Sales of Equity Securities
On June 1, 2015, the registrant issued 304.509 units of limited partnership interest (“Units”)
in exchange for $520,900 in a transaction that was not registered under the Act. The Units were
issued in reliance upon applicable exemptions from registration under Section 4(2) of the Act and
Section 506 of Regulation D promulgated thereunder.
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.
POTOMAC FUTURES FUND L.P.
By: Ceres Managed Futures LLC
General Partner
By /s/ Patrick T. Egan
-----------------------
Patrick T. Egan
President and Director
Date: June 3, 2015