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):
February 18, 2011
ProShares Trust II
(Exact name of registrant as specified in its charter)
| Delaware | 333-163511 | 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 1000
Bethesda, Maryland 20814
(240) 497-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anthony A. Lopez III, Esq.
c/o Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
and
Amy R. Doberman
c/o ProShare Capital Management LLC
7501 Wisconsin Avenue
Suite 1000
Bethesda, MD 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)) |
| Item 8.01 | Other Events |
On February 17, 2011, ProShares Trust II issued a press release announcing a reverse stock split of the shares of beneficial interest of four of its series: ProShares UltraShort DJ-UBS Commodity, ProShares UltraShort DJ-UBS Crude Oil, ProShares UltraShort Silver and ProShares Ultra DJ-UBS Crude Oil (the “Reverse Splits”). The Reverse Splits are to be effective prior to the opening of trading on NYSE Arca on February 25, 2011.
The Reverse Splits will be effective for shareholders of record after the close of the markets on February 24, 2011. ProShares UltraShort DJ-UBS Commodity (NYSE Arca symbol “CMD”) and ProShares UltraShort DJ-UBS Crude Oil (NYSE Arca symbol “SCO”) will execute a 1-for-5 reverse split of shares, and ProShares UltraShort Silver (NYSE Arca symbol “ZSL”) and ProShares Ultra DJ-UBS Crude Oil (NYSE Arca symbol “UCO”) will execute a 1-for-4 reverse split of shares. The funds will trade at their post-split prices on February 25, 2011. The ticker symbols for the funds will not change, and they will continue to trade on NYSE Arca.
The Reverse Splits will reduce the number of shares outstanding for the funds, and result in a proportionate increase in the price per share of each fund. Therefore, the Reverse Splits will not change the aggregate net asset value of a shareholder’s investment at the time of the split.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Description | |
| 99.1 | Press Release dated February 17, 2011 | |
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: February 18, 2011
| ProShares Trust II | ||
| By: | /s/ Louis Mayberg | |
| Louis Mayberg | ||
| Principal Executive Officer | ||
