-----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, KpveyCcNeynkNig3QoyfcJ1Gk82m/ZHrdRtbiWXyBroxrzz7HZnhwCIJBzEL/cQ3 S1cXpX4qp79HOxLl8x04Kg== 0001172661-09-000395.txt : 20090217 0001172661-09-000395.hdr.sgml : 20090216 20090217163335 ACCESSION NUMBER: 0001172661-09-000395 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 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: 09614442 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: Veritable, L.P. CENTRAL INDEX KEY: 0001300311 IRS NUMBER: 200836286 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6022 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 610-640-9551 MAIL ADDRESS: STREET 1: 6022 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 SC 13G/A 1 uwm123108a1.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Ultra Russell2000 ProShares (Name of Issuer) Exchange Traded Fund (Title of Class of Securities) 74347R842 (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) *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). CUSIP No. 74347R842 1. Names of Reporting Person Veritable, LP I.R.S. Identification Nos. of above person: 20-0836286 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Pennsylvania, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IA CUSIP No. 74347R842 1. Names of Reporting Person Pleiades Investment Partners LP 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person OO Item 1. (a) Issuer: Ultra Russell2000 ProShares (b) Address of Issuer's Principal Executive Offices: 7501 Wisconsin Avenue, Suite 1000 Bethesda, MD 20814 Item 2. (a) Name of Person Filing: Veritable, LP Pleiades Investment Partners LP (b) Address of Principal Business Offices: Veritable, LP 6022 West Chester Pike Newtown Square, PA 19073 United States Pleiades Investment Partners LP c/o Veritable, LP 6022 West Chester Pike Newtown Square, PA 19073 United States (c) Citizenship: Please refer to Item 4 on each cover sheet for each Reporting Person (d) Title of Class of Securities Exchange Traded Fund (e) CUSIP Number: 74347R842 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 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 ss.240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d- 1(b)(1)(ii)(G); (h) |_| A savings associations 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 ss.240.13d-1(b)(1)(ii)(J); (k) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(K). Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable 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 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: February 17, 2009 Veritable, LP By: /s/ Charles Keates -------------------------- Name: Charles Keates Title: General Counsel Pleiades Investment Partners LP By: /s/ Charles Keates -------------------------- Name: Charles Keates Title: General Counsel JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G, dated February 17, 2009, (the "Schedule 13G/A"), with respect to the Exchange Traded Fund, Ultra Russell2000 ProShares, is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completenessand accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of February 2009. Veritable, LP By: /s/ Charles Keates -------------------------- Name: Charles Keates Title: General Counsel Pleiades Investment Partners LP By: /s/ Charles Keates -------------------------- Name: Charles Keates Title: General Counsel -----END PRIVACY-ENHANCED MESSAGE-----