As filed with the Securities and Exchange Commission on December 12, 2019
Registration No. 333-214825
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USCF FUNDS TRUST
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 6770 | 38-7159729 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
United States Commodity Funds LLC 1850 Mt. Diablo Blvd., Suite 640 Walnut Creek, California 94596 510.522.9600 | Daphne Frydman 1850 Mt. Diablo Blvd., Suite 640 Walnut Creek, California 94596 510.522.9600 | |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Copies to:
James M. Cain, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, N.W., Suite 700
Washington, DC 20001-3980
202.383.0100
Approximate date of commencement of proposed sale to the public: Not Applicable.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement offering.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer o | Accelerated filer | o | |
| Non-accelerated filer x | (Do not check if a smaller reporting company) | Smaller reporting company | o |
| Emerging growth company | x | ||
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 to Section 7(a)(2)(B) of the Securities Act.x
EXPLANATORY NOTE
Pursuant to a Plan of Liquidation, dated November 20, 2019, United States Commodity Funds LLC, the sponsor of the Registrant, is expected to liquidate the United States 3x Oil Fund, the series registered pursuant to the Registration Statement, on or about December 18, 2019 (the “Liquidation”).
As a result of the transactions contemplated by the Liquidation, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement.
Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant that had been registered for issuance but remain unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 4 to Form S-1 to be signed on its behalf by the undersigned, thereunder duly authorized, in the town of Walnut Creek, state of California, on December 12, 2019.
| USCF Funds Trust | |||
| By: | United States Commodity Funds LLC, Sponsor | ||
| By: | /s/ John P. Love | ||
| John P. Love | |||
| President and Chief Executive Officer of | |||
| United States Commodity Funds LLC | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any number of counterparts, all of which shall constitute one and the same instrument.
| Signature | Title | Date | ||
| /s/ John P. Love | President, Chief Executive Officer, and Management Director | December 12, 2019 | ||
| John P. Love | (Principal Executive Officer) | |||
| /s/ Stuart P. Crumbaugh | Chief Financial Officer | December 12, 2019 | ||
| Stuart P. Crumbaugh | (Principal Financial and Accounting Officer) | |||
| * | Management Director | December 12, 2019 | ||
| Nicholas D. Gerber | ||||
| * | Management Director | December 12, 2019 | ||
| Andrew F Ngim | ||||
| * | Management Director | December 12, 2019 | ||
| Robert L. Nguyen | ||||
| * | Independent Director | December 12, 2019 | ||
| Peter M. Robinson | ||||
| * | Independent Director | December 12, 2019 | ||
| Gordon L. Ellis | ||||
| * | Independent Director | December 12, 2019 | ||
| Malcolm R. Fobes III | ||||
| * | Signed by John P. Love pursuant a power of attorney signed by each individual on December 2, 2016. |
