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 theForm 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 toRule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17CFR 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 executea 1-for-5 Reverse Split of its shares, and ProShares UltraPro 3x Short Crude Oil ETF will executea 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, everyfive 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 ofa pre-Reverse Split share, while everyfour 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 ofa 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
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 |
