ProShares UltraPro QQQ SC 13G/A PROSHARES TRUST / LEUTHOLD ownership change

SCHEDULE 13G

CUSIP No.

74348A210

Names of Reporting Persons

LEUTHOLD GROUP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 480,026.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 480,026.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

480,026.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

7.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: This percentage is calculated based on 6,716,640 shares outstanding.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

PROSHARES TRUST

(b)

Address of issuer's principal executive offices:

7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland, 20814

Item 2.

(a)

Name of person filing:

The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

(b)

Address or principal business office or, if none, residence:

150 South Fifth Street, Suite 1700, Minneapolis, MN 55402

(c)

Citizenship:

The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management) is a Delaware limited liability company.

(d)

Title of class of securities:

ProShares Short Russell 2000

(e)

CUSIP No.:

74348A210

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

480,026

(b)

Percent of class:

7.1% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

480,026

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

480,026

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

The securities reported in this statement are beneficially owned by managed accounts that are investment management clients of the Reporting Person. The investment management contracts of these clients grant to the Reporting Person all investment and voting power over the securities reported in this statement. Therefore, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of the securities reported in this statement. The clients of the Reporting Person have the right to receive or power to direct the receipt of dividends from, as well as the proceeds from the sale of, the securities reported in this statement.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LEUTHOLD GROUP, LLC

Signature:	/s/ Glenn R. Larson
Name/Title:	Glenn R. Larson, Chief Compliance Officer
Date:	02/14/2025

ProShares UltraPro QQQ (TQQQ) SC 13G/APROSHARES TRUST / LEUTHOLD ownership change