0000897101-15-001207.txt : 20150908 0000897101-15-001207.hdr.sgml : 20150907 20150908140921 ACCESSION NUMBER: 0000897101-15-001207 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150908 DATE AS OF CHANGE: 20150908 GROUP MEMBERS: SIT FIXED INCOME ADVISORS II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ETF Managers Group Commodity Trust I CENTRAL INDEX KEY: 0001610940 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89006 FILM NUMBER: 151096219 BUSINESS ADDRESS: STREET 1: 35 BEECHWOOD ROAD STREET 2: SUITE B CITY: SUMMIT STATE: NJ ZIP: 07901 BUSINESS PHONE: 908-897-0510 MAIL ADDRESS: STREET 1: 35 BEECHWOOD ROAD STREET 2: SUITE B CITY: SUMMIT STATE: NJ ZIP: 07901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIT INVESTMENT ASSOCIATES INC CENTRAL INDEX KEY: 0000769317 IRS NUMBER: 411404829 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123323223 MAIL ADDRESS: STREET 1: 3300 IDS CENTER STREET 2: 80 SOUTH EIGHTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13D 1 sit153132_13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___) Sit Rising Rate ETF ( RISE ) ------------------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------------------- (Title of Class of Securities) 26923H101 ------------------------------------------------------------------------------- (CUSIP Number) Paul E. Rasmussen 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402-4130 ------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) February 19, 2015 ------------------------------------------------------------------------------- (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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 an 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 ("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. 26923H101 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sit Investment Associates, Inc. ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 200,000 Shares REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 200,000 Shares ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 Shares ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.66% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------------------------------------------------------------------------- CUSIP No. 26923H101 ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sit Fixed Income Advisors II, LLC ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated in Minnesota ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 200,000 Shares REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 200,000 Shares ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 Shares ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.66% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA ------------------------------------------------------------------------------- ITEM 1 Security and Issuer Common Units Sit Rising Rate ETF ETF Managers Group Commodity Trust I c/o ETF Managers Capital LLC 35 Beachwood Road, Suite 2B Summit, NJ 07901 ITEM 2 Identity and Background a) and c) This statement is filed by: Sit Investment Associates, Inc., a Minnesota corporation (SIA),and Sit Fixed Income Advisors II, LLC, a Delaware limited liability company (SFI). Both SIA and SFI are parties to a Joint Filing Agreement as further described in Exhibit A. SIA is a registered investment adviser. SFI is a registered investment adviser and subsidiary of SIA. Roger J. Sit is chairman and CEO of SIA and SFI. Michael C. Brilley is senior vice President of SIA and director, president and chief fixed income officer of SFI. Mr. Frederick R. Adler is a director of SIA. Mr. Adler is the managing director of Adler & Company. Mr. Ralph L. Strangis is a director of SIA and SFI. Mr. Strangis is a partner with the law firm Kaplan Strangis & Kaplan, P.A. By virtue of these positions, each of SIA, SFI, Mr. Sit, Mr. Brilley, Mr. Adler, and Mr. Strangis, may be deemed to beneficially own the Shares held by SIA and SFI. None of the named individuals own shares directly. Additionally, neither Mr. Adler nor Mr. Strangis are involved in investment or voting decisions. Together SIA, SFI, Mr. Sit, Mr. Brilley, Mr. Adler, and Mr. Strangis are the "Sit Entities". b) The business address of each of the Sit Entities is 3300 IDS Center, 80 South Eighth Street, Minneapolis, MN 55402 d) During the last five years, neither Roger J. Sit, Michael C. Brilley, Frederick R. Adler, nor Ralph L. Strangis, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) During the last five years, none of the Sit Entities have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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) Roger J. Sit, Michael C. Brilley, Frederick R. Adler, and Ralph L. Strangis are United States citizens. ITEM 3 Source and Amount of Funds or Other Consideration The aggregate amount of funds used by Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC to purchase the Shares reported herein was approximately $5 million. The source of funds was the working capital of the Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC. ITEM 4 Purpose of Transaction Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC acquired 140,000 and 60,000 shares respectively upon the issuer's launch on February 19, 2015 representing more than 99% of the beneficial ownership of the Issuer on the date of the purchase. Sit Fixed Income Advisors II, LLC acts at the issuer's commodity trading advisor and maintains the Issuer's Benchmark Portfolio pursuant to the terms of a Licensing and Services Agreement between Sit Fixed Income Advisors II, LLC and the issuer. Neither Sit Investment Associates, Inc. nor Sit Fixed Income Advisors II, LLC have a present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. ITEM 5 Interest in Securities of the Issuer a) and b) The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 300,040 shares outstanding as of September 8, 2015, which is the total number of shares outstanding as reported on the issuer's website. As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 200,000 Shares which represents 66.66% of the issuer's outstanding shares. Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. c) None. d) None. e) Not applicable. ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Not applicable. ITEM 7 Materials to be Filed as Exhibits Exhibit A: Joint Filing Agreement 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. ------------------ September 8, 2015 By: Sit Investment Associates, Inc. /s/ Roger J. Sit ----------------------------------- Name/Title: Roger J. Sit, Chairman & CEO By: Sit Fixed Income Advisors II, LLC /s/ Michael C. Brilley ----------------------------------- Name/Title: Michael C. Brilley, President & CIO EXHIBIT A JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13D with respect to the Common Stock of Sit Rising Rate ETF, dated as of September 8, 2015, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first written above. By: Sit Investment Associates, Inc. By: Sit Fixed Income Advisors II, LLC /s/Roger J. Sit /s/Michael C. Brilley Roger J. Sit Michael C. Brilley Its: Chairman & CEO Its: President & CIO