-----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, FSPGSz1iGkRqn6UoYfHQXDazXq/G1+36LmItBX9OpLUlGhAdOOrl6V1OnumrDegk Oo5qLaSC/Cd2jkOxXLLzow== 0000919574-08-006220.txt : 20081014 0000919574-08-006220.hdr.sgml : 20081013 20081014172432 ACCESSION NUMBER: 0000919574-08-006220 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-82989 FILM NUMBER: 081123327 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: SOUND ENERGY PARTNERS, INC. CENTRAL INDEX KEY: 0001315881 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 354 PEQUOT AVENUE CITY: SOUTHPORT STATE: CT ZIP: 06890 BUSINESS PHONE: (203) 254-4500 MAIL ADDRESS: STREET 1: 354 PEQUOT AVENUE CITY: SOUTHPORT STATE: CT ZIP: 06890 SC 13G 1 d927674_13-g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.) ProShares Trust - -------------------------------------------------------------------------------- (Name of Issuer) UltraShort Basic Materials ProShares - -------------------------------------------------------------------------------- (Title of Class of Securities) 74347R651 - -------------------------------------------------------------------------------- (CUSIP Number) October 1, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------- (1) 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 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. 74347R651 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sound Energy Partners, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 353,600 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 353,600 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.41%* 12. TYPE OF REPORTING PERSON* CO - ---------- * Based on 2,850,000 shares outstanding per Bloomberg as of October 13, 2008. CUSIP No. 74347R651 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southport Energy Plus Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 180,600 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 180,600 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.34%* 12. TYPE OF REPORTING PERSON* PN CUSIP No. 74347R651 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southport Energy Plus Offshore Fund, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 173,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 173,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.07%* 12. TYPE OF REPORTING PERSON* CO CUSIP No. 74347R651 --------- Item 1(a). Name of Issuer: ProShares Trust ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 7501 Wisconsin Avenue, Suite 1000 Bethesda, MD 20814 ____________________________________________________________________ Item 2(a). Name of Person Filing: Sound Energy Partners, Inc. Southport Energy Plus Partners, L.P. Southport Energy Plus Offshore Fund, Inc. ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Sound Energy Partners, Inc. Southport Energy Plus Partners, L.P. 354 Pequot Avenue Southport, Connecticut 06890 Southport Energy Plus Offshore Fund, Inc. c/o Citi Hedge Fund Services, Ltd. Hemisphere House, 9 Church St. P.O. Box HM 951, Hamilton HM DX Bermuda ____________________________________________________________________ Item 2(c). Citizenship: Sound Energy Partners, Inc. - Delaware Southport Energy Plus Partners, L.P. - Delaware Southport Energy Plus Offshore Fund, Inc. - Cayman Islands ____________________________________________________________________ Item 2(d). Title of Class of Securities: UltraShort Basic Materials ProShares ____________________________________________________________________ Item 2(e). CUSIP Number: 74347R651 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Sound Energy Partners, Inc. - 353,600 Southport Energy Plus Partners, L.P. - 180,600 Southport Energy Plus Offshore Fund, Inc. - 173,000 ______________________________________________________________________ (b) Percent of class: Sound Energy Partners, Inc. - 12.41% Southport Energy Plus Partners, L.P. - 6.34% Southport Energy Plus Offshore Fund, Inc. - 6.07% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Sound Energy Partners, Inc. - 0 Southport Energy Plus Partners, L.P. - 0 Southport Energy Plus Offshore Fund, Inc. - 0 (ii) Shared power to vote or to direct the vote: Sound Energy Partners, Inc. - 353,600 Southport Energy Plus Partners, L.P. - 180,600 Southport Energy Plus Offshore Fund, Inc. - 173,000 (iii) Sole power to dispose or to direct the disposition of: Sound Energy Partners, Inc. - 0 Southport Energy Plus Partners, L.P. - 0 Southport Energy Plus Offshore Fund, Inc. - 0 (iv) Shared power to dispose or to direct the disposition of Sound Energy Partners, Inc. - 353,600 Southport Energy Plus Partners, L.P. - 180,600 Southport Energy Plus Offshore Fund, Inc. - 173,000 The Reporting Persons specifically disclaim beneficial ownership in the securities reported herein except to the extent of its pecuniary interest therein. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. "By signing below, each the reporting person certifies that, to the best of its knowledge and belief, the securities referred to above 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 The undersigned agree that this Schedule 13G dated October 14, 2008 relating to the UltraShort Basic Materials ProShares of ProShares Trust shall be filed on behalf of the undersigned. SOUND ENERGY PARTNERS, INC.* By: /s/ Slavko Negulic - ------------------------------ Chief Financial Officer SOUTHPORT ENERGY PLUS PARTNERS, L.P.* By: Southport Energy Management, L.P. /s/ - ------------------- By: Title: SOUTHPORT ENERGY PLUS OFFSHORE FUND, INC.* By: DG Energy International Partners LP /s/ - ------------------- By: Title: * The Reporting Persons disclaim beneficial ownership in the shares except to the extent of the Reporting Persons' pecuniary interest therein. Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to UltraShort Basic Materials ProShares of ProShares Trust beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G. SOUND ENERGY PARTNERS, INC.* By: /s/ Slavko Negulic - ----------------------------- Chief Financial Officer SOUTHPORT ENERGY PLUS PARTNERS, L.P.* By: Southport Energy Management, L.P. /s/ - ------------------- By: Title: SOUTHPORT ENERGY PLUS OFFSHORE FUND, INC.* By: DG Energy International Partners LP /s/ - ------------------- By: Title: * The Reporting Persons disclaim beneficial ownership in the shares except to the extent of the Reporting Persons' pecuniary interest therein. SK 22214 0001 927674 -----END PRIVACY-ENHANCED MESSAGE-----