-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3rLaCMKcRGDeMitdcaAedeURjo2N5CUdOfT9CDOqorhJEas/XfYYlbDlAzdQx1i 4Ntlbn0QqZnV6q+IX8XsTQ== 0000897069-10-000016.txt : 20100108 0000897069-10-000016.hdr.sgml : 20100108 20100108120829 ACCESSION NUMBER: 0000897069-10-000016 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100108 DATE AS OF CHANGE: 20100108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSHARES TRUST CENTRAL INDEX KEY: 0001174610 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82989 FILM NUMBER: 10516753 BUSINESS ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 240-497-6400 MAIL ADDRESS: STREET 1: 7501 WISCONSIN AVENUE STREET 2: SUITE1000 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: XTRASHARES TRUST DATE OF NAME CHANGE: 20030409 FORMER COMPANY: FORMER CONFORMED NAME: PROFUNDS ETF TRUST DATE OF NAME CHANGE: 20020531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUTHOLD WEEDEN CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001170152 IRS NUMBER: 411971243 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 N. SIXTH ST. STREET 2: SUITE 412A CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6123329141 MAIL ADDRESS: STREET 1: 100 N. SIXTH ST. STREET 2: SUITE 412A CITY: MINNEAPOLIS STATE: MN ZIP: 55043 SC 13G/A 1 mtv0108101.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ProShares Trust
(Name of Issuer)

Short 20+ Year Treasury
(Title of Class of Securities)

74347X849
(CUSIP Number)

December 31, 2009
(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  [X] Rule 13d-1(b)
 
[   ]
Rule 13d-1(c)
 
[   ]
Rule 13d-1(d)

* 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 any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

(Continued on following page(s))
Page 1 of 5 Pages


CUSIP No. 74347X849

1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Leuthold Weeden Capital Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

Not Applicable
 (a)   [  ]
(b)   [  ]
3

 SEC USE ONLY

4


 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF

SHARES 		5


 SOLE VOTING POWER

742,095
BENEFICIALLY

OWNED 		6


 SHARED VOTING POWER

 
BY EACH

REPORTING 		7


 SOLE DISPOSITIVE POWER

742,095
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

 
9


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

742,095
10  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
[  ]
11  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

14.3% (1)
12  


 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

  (1) This percentage is calculated based on 5,200,000 shares outstanding, as publicly reported by issuer.

Page 2 of 5 Pages


CUSIP No. 74347X849

Item 1(a). Name of Issuer:

  ProShares Trust

Item 1(b). Address of Issuer’s Principal Executive Offices:

  7501 Wisconsin Avenue, Suite 1000, Bethesda, Maryland 20814

Item 2(a). Name of Person Filing:

  Leuthold Weeden Capital Management (the “Reporting Person”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

  33 South Sixth Street, Suite 4600, Minneapolis, MN 55402

Item 2(c). Citizenship:

  The Reporting Person is a Delaware corporation.

Item 2(d). Title of Class of Securities:

  Short 20+ Year Treasury

Item 2(e). CUSIP Number:

  74347X849





Page 3 of 5 Pages


CUSIP No. 74347X849

Item 3. If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) [   ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) [   ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) [   ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
  (f) [   ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
  (g) [   ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G).
  (h) [   ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) [   ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) [   ] A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);
  (k) [   ] Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

  If filing as a non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

  (a) Amount Beneficially Owned (as of December 31, 2009):  742,095
  (b) Percent of Class:  14.3%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  742,095
  (ii) shared power to vote or to direct the vote:  0
  (iii) sole power to dispose or to direct the disposition of:  742,095
  (iv) shared power to dispose or to direct the disposition of:  0

Item 5. Ownership of Five Percent or Less of a Class.

  N/A

Page 4 of 5 Pages


CUSIP No. 74347X849

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

  The securities reported in this statement are beneficially owned by managed accounts that are investment management clients of the Reporting Person. The investment management contracts of these clients grant to the Reporting Person all investment and voting power over the securities reported in this statement. Therefore, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person is deemed to be the beneficial owner of the securities reported in this statement. The clients of the Reporting Person have the right to receive or power to direct the receipt of dividends from, as well as the proceeds from the sale of, the securities reported in this statement.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

  N/A

Item 8. Identification and Classification of Members of the Group.

  N/A

Item 9. Notice of Dissolution of Group.

  N/A

Item 10. Certification.

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: January 8, 2010

Leuthold Weeden Capital Management


 		 By:  /s/ Roger Peters
        Roger Peters
        Chief Compliance Officer

Page 5 of 5 Pages

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