SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 53)
Sit Rising Rate ETF
( RISE )
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
26923H101
-------------------------------------------------------------------------------
(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
-------------------------------------------------------------------------------
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2019
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for a subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 26923H101
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Sit Investment Associates, Inc.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,134,100 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,134,100 Shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,100 Shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.58%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
-------------------------------------------------------------------------------
CUSIP No. 26923H101
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Sit Fixed Income Advisors II, LLC
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [x]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,134,100 Shares
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,134,100 Shares
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,100 Shares
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.58%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IA
-------------------------------------------------------------------------------
ITEM 1 Security and Issuer
Common Units
Sit Rising Rate ETF
ETF Managers Group Commodity Trust I
c/o ETF Managers Capital LLC
35 Beachwood Road, Suite 2B
Summit, NJ 07901
ITEM 2 Identity and Background
a) and c)
This statement is filed by:
Sit Investment Associates, Inc., a Minnesota corporation (SIA), and Sit
Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI).
Both SIA and SFI are parties to a Joint Filing Agreement as further
described in Exhibit A to the initial Schedule 13D filed by SIA and SFI on
September 8, 2015.
SIA is a registered investment adviser.
SFI is a registered investment adviser and subsidiary of SIA.
Roger J. Sit is chairman and CEO of SIA and SFI.
Mr. Ronald D. Sit is a vice president of SIA and director.
By virtue of these positions, each of SIA, SFI, Mr. Roger Sit, and Mr.
Ronald Sit may be deemed to beneficially own the Shares held by SIA and
SFI. None of the named individuals own shares directly. Together SIA,
SFI, Mr. Roger Sit, and Mr. Ronald Sit are the "Sit Entities".
b) The business address of each of the Sit Entities is 3300 IDS Center, 80
South Eighth Street, Minneapolis, MN 55402.
d) During the last five years, neither Roger J. Sit nor Ronald D. Sit have
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
e) During the last five years, none of the Sit Entities have been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f) Roger J. Sit and Ronald D. Sit are United States citizens.
ITEM 3 Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by Sit Investment Associates, Inc. and
Sit Fixed Income Advisors II, LLC to purchase the Shares reported herein was
approximately $5 million. The source of funds was the working capital of Sit
Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC.
ITEM 4 Purpose of Transaction
Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC
acquired 140,000 and 60,000 shares respectively upon the Issuer's launch on
February 19, 2015 representing more than 99% of the beneficial ownership of
the Issuer on the date of the purchase.
Since that time Sit Investment Associates, Inc. and Sit Fixed Income
Advisors II, LLC ownership has changed, currently owning 70,000 and 60,000
shares respectively.
Sit Fixed Income Advisors II, LLC acts at the Issuer's commodity trading
advisor and maintains the Issuer's Benchmark Portfolio pursuant to the terms
of a Licensing and Services Agreement between Sit Fixed Income Advisors II,
LLC and the Issuer.
Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC also
acquired the Issuer's shares on behalf of their clients and sold the
Issuer's shares on behalf of their clients. Such transactions have been
made in the ordinary course of business and for investment purposes.
Neither Sit Investment Associates, Inc. nor Sit Fixed Income Advisors II, LLC
have a present plan or proposal which would relate to or result in any of the
matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
a) and b)
The aggregate percentage of Shares reported owned by Sit Entities herein
is based upon 1,425,040 shares outstanding as of February 25, 2019, which
is the total number of shares outstanding as reported on the home page of
the Issuer's website. The number of outstanding shares of the Issuer has
changed since the last 13D filing, resulting in a greater than 1% change
in ownership of the Issuer by the Sit Entities. Sit Investment Associates,
Inc. and Sit Fixed Income Advisors II, LLC did not make any transactions
in the Issuer's shares on behalf of their clients.
As of the date hereof, the Sit Entities may be deemed to be the beneficial
owner of 1,134,100 Shares which represents 79.58% of the Issuer's
outstanding shares. Each of the Sit Entities may be deemed to have shared
power to vote and dispose of such Shares.
c) There were no transactions in Shares by the Sit Entities since the last
13D filing on February 19, 2019.
d) The clients of SIA and SFI have the right to participate in the receipt of
dividends from, or proceeds from the sales of, the Shares held for their
respective accounts.
e) Not applicable.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
Not applicable.
ITEM 7 Materials to be filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
------------------
February 25, 2019
By: Sit Investment Associates, Inc.
/s/ Roger J. Sit
-----------------------------------
Name/Title: Roger J. Sit, Chairman & CEO
By: Sit Fixed Income Advisors II, LLC
/s/ Roger J. Sit
-----------------------------------
Name/Title: Roger J. Sit, Chairman & CEO