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EX-99.1 - EX-99.1 - ProShares Trust IId585809dex991.htm

 

 

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 2, 2018

 

 

ProShares Trust II

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34200   87-6284802

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

Michael L. Sapir

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue

Suite 1000E

Bethesda, Maryland 20814

(240) 497-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

James C. Munsell

Kenny S. Terrero

c/o Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

and

Richard F. Morris

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue

Suite 1000E

Bethesda, Maryland 20814

 

 

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))

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 8.01 Other Events

On March 2, 2018, ProShare Capital Management LLC on behalf of ProShares Trust II (the “Trust”) issued a press release announcing reverse share splits (each, a “Reverse Split”) on two of the Trust’s series, ProShares Ultra Bloomberg Natural Gas (NYSE Arca symbol “BOIL”) and ProShares UltraPro 3x Short Crude Oil ETF (NYSE Arca symbol “OILD”). The Reverse Splits will not change the value of a shareholder’s investment.

ProShares Ultra Bloomberg Natural Gas will execute a 1-for-5 Reverse Split of its shares, and ProShares UltraPro 3x Short Crude Oil ETF will execute a 1-for-4 Reverse Split of its shares. The Reverse Splits will be effective prior to market open on March 20, 2018, when ProShares Ultra Bloomberg Natural Gas and ProShares UltraPro 3x Short Crude Oil ETF will begin trading at their respective post-Reverse Split prices. The ticker symbols for ProShares Ultra Bloomberg Natural Gas and ProShares UltraPro 3x Short Crude Oil ETF will not change, but the Funds will be issued new CUSIP numbers: ProShares Ultra Bloomberg Natural Gas (new CUSIP number “74347Y706”) and ProShares UltraPro 3x Short Crude Oil ETF (new CUSIP number “74347Y805”).

The Reverse Splits will increase the price per share of ProShares Ultra Bloomberg Natural Gas and ProShares UltraPro 3x Short Crude Oil ETF with a proportionate decrease in the number of shares outstanding. Specifically, every five pre-Reverse Split shares held by a ProShares Ultra Bloomberg Natural Gas shareholder will result in the receipt of one post-Reverse Split share, which will be priced five times higher than the net asset value of a pre-Reverse Split share, while every four pre-Reverse Split shares held by a ProShares UltraPro 3x Short Crude Oil ETF shareholder will result in the receipt of one post-Reverse Split share, which will be priced four times higher than the net asset value of a pre-Reverse Split share.

For shareholders who hold quantities of shares that are not an exact multiple of the Reverse Split ratio (i.e., not a multiple of 5 or 4, as applicable), the Reverse Split will result in the creation of a fractional share. Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press Release dated March 2, 2018


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: May 9, 2018

 

    ProShares Trust II
   

/s/ Todd B. Johnson

Todd B. Johnson

Principal Executive Officer