-----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, A36LIiTCzk3fYnQ1iQIW0FLYhg8i5N2BAso6NsrOasRSMYF+d+S2SMf6C/K7H+oF 2TJbIJ0kzRmQXU7yfPaIHA== 0000950142-08-000681.txt : 20080328 0000950142-08-000681.hdr.sgml : 20080328 20080328160302 ACCESSION NUMBER: 0000950142-08-000681 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 GROUP MEMBERS: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC GROUP MEMBERS: CHRISTIAN PESTRE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACROshares Oil Up Tradeable Trust CENTRAL INDEX KEY: 0001382994 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 766222940 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82824 FILM NUMBER: 08719380 BUSINESS ADDRESS: STREET 1: 130 7TH AVENUE, #356 CITY: NEW YORK STATE: NY ZIP: 10011-6632 BUSINESS PHONE: (973) 889-1973 MAIL ADDRESS: STREET 1: 130 7TH AVENUE, #356 CITY: NEW YORK STATE: NY ZIP: 10011-6632 FORMER COMPANY: FORMER CONFORMED NAME: Claymore MACROshares Oil Up Tradeable Trust DATE OF NAME CHANGE: 20061208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CENTRAL INDEX KEY: 0000898286 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 BUSINESS PHONE: 514 847-2353 MAIL ADDRESS: STREET 1: 1000 PLACE JEAN-PAUL RIOPELLE CITY: MONTREAL STATE: A8 ZIP: H2Z2B3 SC 13D 1 sc13d_macro.htm

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule (13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13-d2(a)

(Amendment No. __)*

MACROshares Oil Up Tradeable Trust

(Name of Issuer)

MACROshares Oil Up Tradeable Shares

(Title of Class of Securities)

55610L109

(CUSIP Number)

 

Soulef Hadjoudj
Caisse de dépôt et placement du Québec
1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3
(514) 847-5998

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 11, 2006

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 any 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 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 55610L109

Page 2 of 11 Pages

SCHEDULE 13D

1

NAME OF REPORTING PERSONS

Caisse de dépôt et placement du Québec

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)     o
(b)     x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



         o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Québec, Canada



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER
690,000

8

SHARED VOTING POWER
0

9

SOLE DISPOSITIVE POWER
690,000

10

SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

690,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



         o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.47%

14

TYPE OF REPORTING PERSON*

OO

 

 

 

 

CUSIP 55610L109

Page 3 of 11 Pages

SCHEDULE 13D

1

NAME OF REPORTING PERSONS

Christian Pestre

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)     o
(b)     x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



         o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Québec, Canada



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER
690,000

8

SHARED VOTING POWER
0

9

SOLE DISPOSITIVE POWER
690,000

10

SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

690,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



         o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.47%

14

TYPE OF REPORTING PERSON*

IN

 

 

 

 

CUSIP 55610L109

Page 4 of 11 Pages

SCHEDULE 13D

ITEM 1.

SECURITY AND ISSUER.

This Statement relates to MACROshares Oil Up Tradeable Shares (the “Shares”) issued by MACROshares Oil Up Tradeable Trust (the “Trust”). The address of the principal executive office of the Trust is c/o State Street Bank and Trust Company, 200 Clarendon Street, Boston, MA 02116.

 

ITEM 2.

IDENTITY AND BACKGROUND.

(a)           This Statement is being filed on behalf of: (i) Caisse de dépôt et placement du Québec, a legal person without share capital created by a special act of the Legislature of the Province de Québec (“CDP”), and (ii) Christian Pestre (such entity, controlling person, and reporting persons being hereinafter referred to as “Reporting Persons”).

(b) and (c)(i)     The address for CDP is 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3. The principal business of CDP is to receive on deposit and manage funds deposited by agencies and instrumentalities of the Provence de Québec. The name, residence or business address and principal occupation or employment of each director, executive officer and controlling person are available in Annex A to this Schedule 13D.

(c)(ii)     Christian Pestre is the Executive Vice-President and Chief Strategist of CDP. Mr. Pestre’s business address is: 1000, place Jean-Paul-Riopelle, Montréal, Québec, H2Z 2B3.

(d)          During the five years prior to the date hereof, neither of the Reporting Persons has been convicted in a criminal proceeding.

(e)           During the five years prior to the date hereof, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction ending in 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)           The citizenship of the natural persons who are Reporting Persons or officers, directors or controlling persons of the Reporting Persons is set forth in Annex A.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On December 11, 2006, CDP purchased 25,000 Shares in a series of open market transactions at then-market prices for $1,542,170. Subsequent purchases, the last of which was on May 7, 2007, have increased CDP’s beneficial ownership to 690,000 Shares as at February 28, 2008. In total, CDP paid $14,738,660.33 for the 690,000 Shares. The funds used to acquire the Shares were obtained from capital invested in CDP by its investors.

 

 

 

CUSIP 55610L109

Page 5 of 11 Pages

SCHEDULE 13D

ITEM 4.

PURPOSE OF TRANSACTION.

CDP purchased the Shares for investment purposes. With respect to the Shares, each of the Reporting Persons expects to evaluate on an ongoing basis their interest in, and intentions with respect to, the Issuer. Accordingly, each of the Reporting Persons reserves the right to change their plans and intentions at any time, as they deem appropriate. In particular, each of the Reporting Persons may at any time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including additional Shares; dispose of all or a portion of the securities of the Issuer, including the Shares that they now own or may hereafter acquire; and/or enter into derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in such Shares.

Except as described above in this Item 4, no Reporting Person or any individual otherwise identified in Item 2 of this Schedule 13D has any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer or a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)           As a result of the transactions described above, CDP beneficially owns a total of 690,000 Shares, which represents approximately 17.47% of the Issuer’s 3,950,000 outstanding Shares (based upon the number of Issuer’s Shares reported to be outstanding as of March 26, 2008 by the Issuer at www.macroshares.com).

(b)           CDP may be deemed to have sole voting and dispositive power with respect to 690,000 Shares. Christian Pestre, as Executive Vice-President and Chief Strategist of CDP, may also be deemed to have sole voting and dispositive power with respect to the 690,000 Shares by virtue of his relationship with CDP, as described in Item 2 of this Schedule 13D. Mr. Pestre disclaims beneficial ownership of the 690,000 Shares.

 

(c)

CDP has not effected any transaction in the Shares in the last 60 days.

(d)           No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Shares beneficially owned by CDP.

 

(e)

Not applicable.

 

 

 

CUSIP 55610L109

Page 6 of 11 Pages

SCHEDULE 13D

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

On March 27, 2008, the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them to statements on Schedule 13D with regard to the 690,000 Shares of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated by reference.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No.

Description

Filed With

1

Joint Filing Agreement of Caisse de depot et placement du Quebec and Christian Pestre

This Statement

 

 

 

CUSIP 55610L109

Page 7 of 11 Pages

SCHEDULE 13D

 

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.

 

Dated: March 27, 2008

 

 

 

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 

 

By: 



/s/ Soulef Hadjoudj

 

 

 

Name:   Soulef Hadjoudj

Title:     Legal Counsel

 

 

 



/s/ Christian Pestre 

 

 

Christian Pestre

 

 

 

CUSIP 55610L109

Page 8 of 11 Pages

SCHEDULE 13D

Annex A

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 

Directors and Officers

 

Name

Business Address

Principal
Occupation or Employment

Citizenship

Mr. Pierre Brunet

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Chairman of the Board

Canadian

Mr. Henri-Paul Rousseau

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

President and Chief Executive Officer

Canadian

Dr. Yvan Allaire

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Madam Christiane Bergevin

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Madam Claudette Carbonneau

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Madam Louise Charette

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. Steven M. Cummings

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. Alban D’Amours

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Madam Jocelyne Dagenais

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

 

 

 

 

CUSIP 55610L109

Page 9 of 11 Pages

SCHEDULE 13D

Name

Business Address

Principal
Occupation or Employment

Citizenship

Madam Sylvie Dillard

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. Claude Garcia

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. A. Michel Lavigne

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. Henri Massé

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Madam Ouma Sananikone

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Australian

Mr. André Trudeau

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Director

Canadian

Mr. Richard Guay

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Chief Investment Officer

Canadian

Mr. Normand Provost

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Private Equity

Canadian

Mrs Suzanne Masson

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Corporate Affairs and Secretary

Canadian

Mr. Robert W. Desnoyers

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Human Resources and Organizational Development

Canadian

 

 

 

 

CUSIP 55610L109

Page 10 of 11 Pages

SCHEDULE 13D

 

Name

Business Address

Principal

Occupation or Employment

Citizenship

Mr. V.P. Pham

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Information Technology

Canadian

Mr. François Grenier

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Equity Markets

Canadian

Madam Susan Kudzman

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Depositors and Risk

Canadian

Mr. Christian Pestre

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

and Chief Strategist

United States

Mr. Fernand Perreault

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Real Estate

Canadian

Mr. Ghislain Parent

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Finance and Operations

Canadian

Mr. Michel Malo

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Hedge Funds

 

Mr. Philippe Ithurbide

 

1000, place Jean-Paul-Riopelle
Montréal, Québec
H2Z 2B3

Executive Vice-President

Fixed Income and Currencies

 

 

 

 

 

CUSIP 55610L109

Page 11 of 11 Pages

SCHEDULE 13D

 

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13D (and any further amendment filed by them) with respect to the MACROshares Oil Up Tradeable Shares issued by MACROshares Oil Up Tradeable Trust.

 

 

 

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

 

 

By: 



/s/ Soulef Hadjoudj

 

 

 

Name:  Soulef Hadjoudj

Title:    Legal Counsel

 

 

 



/s/ Christian Pestre 

 

 

Christian Pestre

 

 

 

 

Dated: March 27, 2008

 

 

 

 

 

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