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): April 14, 2011
ML SYSTEMATIC MOMENTUM FUTURESACCESS LLC
(Exact name of registrant as specified in its charter)
Delaware |
| 0-52505 |
| 30-0408280 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer |
c/o Merrill Lynch Alternative Investments LLC
Four World Financial Center — 10th Floor
250 Vesey Street
New York, NY 10080
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (212) 449-3517
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 3.02. Unregistered Sales of Equity Securities.
Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 thereunder. The selling agent of the Units was Merrill Lynch Pierce Fenner & Smith Incorporated (“MLPF&S”).
CLASS A
|
| Subscription |
| |||
|
| Amount |
| Units |
| |
|
|
|
|
|
| |
April 14, 2011 |
| $ | 5,490,727 |
| 4,523,585 |
|
CLASS C
|
| Subscription |
| |||
|
| Amount |
| Units |
| |
|
|
|
|
|
| |
April 14, 2011 |
| $ | 16,574,435 |
| 13,590,058 |
|
CLASS D
|
| Subscription |
| |||
|
| Amount |
| Units |
| |
|
|
|
|
|
| |
April 14, 2011 |
| $ | — |
| — |
|
CLASS I
|
| Subscription |
| |||
|
| Amount |
| Units |
| |
|
|
|
|
|
| |
April 14, 2011 |
| $ | 555,810 |
| 431,865 |
|
CLASS DS
|
| Subscription |
| |||
|
| Amount |
| Units |
| |
|
|
|
|
|
| |
April 14, 2011 |
| $ | — |
| — |
|
Class A Units are subject to a sales commission paid to MLPF&S ranging from 1.0% to 2.5%. Class D Units and Class I Units are subject to sales commissions paid to MLPF&S up to 0.5%. The rate assessed to a given subscription is based upon the subscription amount. Sales commissions are directly deducted from subscription amounts. Class C, Class D1 and Class DA Units are not subject to any sales commissions.
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.
| ML SYSTEMATIC MOMENTIM | |
| FUTURESACCESS LLC | |
|
| |
| By: Merrill Lynch Alternative Investments LLC, its Sponsor | |
|
| |
|
| |
| By: | /s/ BARBRA E. KOCSIS |
|
| Name: Barbra E. Kocsis |
|
| Position: Chief Financial Officer |
|
| |
|
| |
Date: April 18, 2011 |
| |