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):
September 20, 2012
ProShares Trust II
(Exact name of registrant as specified in its charter)
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| Delaware | | 333-176878 | | 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:
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 September 20, 2012, ProShares Trust II issued a press release announcing a stock split (the “Split”) on one of its series, ProShares Short VIX Short-Term Futures ETF, and a reverse stock split (the “Reverse Split”) on another of its series, ProShares UltraShort Gold. The Split and the Reverse Split will not change the value of a shareholder’s investment.
The Split will split shares 2-for-1 and apply to shareholders of record as of the close of the markets on October 2, 2012, payable after the close of the markets on October 4, 2012. ProShares Short VIX Short-Term Futures ETF (NYSE Arca symbol “SVXY”) will trade at its post-Split price on October 5, 2012. The ticker symbol and CUSIP number for the fund will not change.
The Split will decrease the price per share of the fund with a proportionate increase in the number of shares outstanding. Every pre-Split share held by a shareholder will result in the receipt of two post-Split shares, which will be priced at half of the net asset value (“NAV”) of a pre-Split share.
The Reverse Split will reverse split shares 1-for-4 and apply to shareholders of record as of the close of the markets on October 4, 2012. ProShares UltraShort Gold (NYSE Arca symbol “GLL”) will trade at its post-Reverse Split price on October 5, 2012. The ticker symbol for the fund will not change but the fund will be issued a new CUSIP number: 74347W395.
The Reverse Split will increase the price per share of the fund with a proportionate decrease in the number of shares outstanding. Every four pre-Reverse Split shares held by a shareholder will result in the receipt of one post-Reverse Split share, which will be priced four times higher than the NAV 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 4), 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.
The press release includes information relating to additional funds, none of which are series of ProShares Trust II.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release dated September 20, 2012 |
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: September 25, 2012
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| ProShares Trust II |
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| By: | | /s/ Louis Mayberg |
| | Louis Mayberg |
| | Principal Executive Officer |
