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): August 29, 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 Rule12b-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 August 29, 2018, ProShares 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 VIX Short-Term Futures ETF (NYSE Arca symbol “UVXY”) and ProShares Short VIX Short-Term Futures ETF (NYSE Arca symbol “SVXY”). The Reverse Splits will not change the value of a shareholder’s investment.
ProShares Ultra VIX Short-Term Futures ETF will executea 1-for-5 Reverse Split of its shares, and ProShares Short VIX Short-Term Futures ETF will executea 1-for-4 Reverse Split of its shares. The Reverse Splits will be effective prior to market open on September 18, 2018, when ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF will begin trading at their respective post-Reverse Split prices. The ticker symbols for ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF will not change, but the Funds will be issued new CUSIP numbers: ProShares Ultra VIX Short-Term Futures ETF (new CUSIP number “74347W148”) and ProShares Short VIX Short-Term Futures ETF (new CUSIP number “74347W130”).
The Reverse Splits will increase the price per share of ProShares Ultra VIX Short-Term Futures ETF and ProShares Short VIX Short-Term Futures ETF with a proportionate decrease in the number of shares outstanding. Specifically, everyfive pre-Reverse Split shares held by a ProShares Ultra VIX Short-Term Futures ETF 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 Short VIX Short-Term Futures 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. Proceeds will be 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
Exhibit | Description | |
| 99.1 | Press Release dated August 29, 2018 | |
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: August 29, 2018
| ProShares Trust II |
/s/ Todd B. Johnson |
Todd B. Johnson Principal Executive Officer |
