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<SEC-DOCUMENT>0000919574-09-003104.txt : 20090217
<SEC-HEADER>0000919574-09-003104.hdr.sgml : 20090216
<ACCEPTANCE-DATETIME>20090213194833
ACCESSION NUMBER: 0000919574-09-003104
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20090217
DATE AS OF CHANGE: 20090213
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: 09606420
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/A
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
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>d964579_13g-a.txt
<TEXT>
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. 1)
ProShares Trust
- --------------------------------------------------------------------------------
(Name of Issuer)
Ultra Oil & Gas ProShares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
74347R719
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 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).
<PAGE>
CUSIP No. 74347R719
---------
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
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
CO, IA
<PAGE>
CUSIP No. 74347R719
---------
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
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 74347R719
---------
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
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 74347R719
---------
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:
Ultra Oil & Gas ProShares
--------------------------------------------------------------------
Item 2(e). CUSIP Number:
74347R719
--------------------------------------------------------------------
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. - 0
Southport Energy Plus Partners, L.P. - 0
Southport Energy Plus Offshore Fund, Inc. - 0
--------------------------------------------------------------------
(b) Percent of class:
Sound Energy Partners, Inc. - 0%
Southport Energy Plus Partners, L.P. - 0%
Southport Energy Plus Offshore Fund, Inc. - 0%
--------------------------------------------------------------------
(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. - 0
Southport Energy Plus Partners, L.P. - 0
Southport Energy Plus Offshore Fund, Inc. - 0
(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. - 0
Southport Energy Plus Partners, L.P. - 0
Southport Energy Plus Offshore Fund, Inc. - 0
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 [X].
- --------------------------------------------------------------------------------
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."
<PAGE>
SIGNATURE
The undersigned agree that this Schedule 13G dated February 13, 2009
relating to the Ultra Oil & Gas 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/ Slavko Negulic
- -------------------------------
Authorized Person
SOUTHPORT ENERGY PLUS OFFSHORE FUND, INC.*
By: DG Energy International Partners LP
/s/ Slavko Negulic
- ---------------------------------
Authorized Person
* The Reporting Persons disclaim beneficial ownership in the shares except to
the extent of the Reporting Persons' pecuniary interest therein.
<PAGE>
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 Ultra Oil & Gas 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/ Slavko Negulic
- -------------------------------
Authorized Person
SOUTHPORT ENERGY PLUS OFFSHORE FUND, INC.*
By: DG Energy International Partners LP
/s/ Slavko Negulic
- ---------------------------------
Authorized Person
* The Reporting Persons disclaim beneficial ownership in the shares except to
the extent of the Reporting Persons' pecuniary interest therein.
SK 22214 0001 964579
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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