SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13G/A
(Amendment No. 1)
(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
UNDER THE SECURITIES EXCHANGE ACT OF 1934


ProShares Trust
(Name of Issuer)
ProShares UltraShort Dow30
(Title of Class of Securities)
74348A590
(CUSIP Number)
January 25, 2016
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)









CUSIP No. 74348A590

13G/A

Page 2 of 7








  1

NAME OF REPORTING PERSONS

FCM Investments, L.P.
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [ ]       (b)  [ ]
  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0


6

SHARED VOTING POWER

304,150**


7

SOLE DISPOSITIVE POWER

0


8

SHARED DISPOSITIVE POWER

304,150**
  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

304,150**
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.6%**
12

TYPE OF REPORTING PERSON*

IA, PN

*
SEE INSTRUCTIONS BEFORE FILLING OUT

**
SEE ITEM 4.
















CUSIP No. 74348A590

13G/A

Page 3 of 7








  1

NAME OF REPORTING PERSONS

FCM Investments GP, LLC
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [ ]        (b)  [ ]
  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0


6

SHARED VOTING POWER

304,150**


7

SOLE DISPOSITIVE POWER

0


8

SHARED DISPOSITIVE POWER

304,150**
  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

304,150**
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.6%**
12

TYPE OF REPORTING PERSON*

OO

*
SEE INSTRUCTIONS BEFORE FILLING OUT

**
SEE ITEM 4.















CUSIP No. 74348A590

13G/A

Page 4 of 7








  1

NAME OF REPORTING PERSONS

T. Montgomery Jones
  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  [ ]        (b)  [ ]
  3

SEC USE ONLY

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

0


6

SHARED VOTING POWER

304,150**


7

SOLE DISPOSITIVE POWER

0


8

SHARED DISPOSITIVE POWER

304,150**
  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

304,150**
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

[ ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.6%**
12

TYPE OF REPORTING PERSON*

IN

*
SEE INSTRUCTIONS BEFORE FILLING OUT

**
SEE ITEM 4.









SCHEDULE 13G/A
     This Amendment No. 1 (this "Amendment") to the Schedule 13G (the
"Schedule 13G") is being filed on behalf of FCM Investments, L.P., a Texas
limited partnership ("FCM"), FCM Investments GP, LLC, a Texas limited
liability company (the "GP"), and T. Montgomery Jones (collectively, the
"Reporting Persons"). T. Montgomery Jones is the principal and sole member of
the GP. The GP is the general partner of FCM. FCM serves as the investment
advisor to certain private investment funds and managed accounts (collectively,
the "Accounts"). This Schedule 13G relates to shares of beneficial interest,
no par value, of ProShares UltraShort Dow30 (the "Shares") issued by
ProShares Trust, a Maryland trust (the "Issuer"), held by the Accounts.

     This Amendment is being filed to report that the Reporting Persons no
longer beneficially own 5% of the Issuer's Shares.

Item 1(a)
Name of Issuer.
ProShares Trust

Item 1(b)
Address of Issuer's Principal Executive Offices.
7501 Wisconsin Avenue
Suite 1000
Bethesda, Maryland 20814

Item 2(a)
Name of Person Filing.


(1)
FCM Investments, L.P.


(2)
FCM Investments GP, LLC


(3)
T. Montgomery Jones

Item 2(b)
Address of Principal Business Office, or, if none, Residence.
For all Filers:
2200 Ross Avenue, Suite 4600 West
Dallas, TX 75205

Item 2(c)
Citizenship or Place of Organization.


(1)
FCM Investments, L.P. is a Texas limited partnership.


(2)
FCM Investments GP, LLC is a Texas limited liability company


(3)
T. Montgomery Jones is a U.S. citizen.

Item 2(d)
Title of Class of Securities.
ProShares UltraShort Dow30

Item 2(e)
CUSIP Number.
74348A590

5



Item 4
Ownership.


(a)
FCM, the GP and T. Montgomery Jones may be deemed the beneficial owners of
304,150 Shares held by the Accounts.


(b)
FCM, the GP and T. Montgomery Jones may be deemed the beneficial owners of
2.6% of the outstanding Shares held by the Accounts. This percentage was
determined by dividing 304,150 by 11,773,770, which is the number of Shares
issued and outstanding.


(c)
FCM, the GP and T. Montgomery Jones have the shared power to vote and dispose
of the 304,150 Shares beneficially owned by the Accounts.

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 Persons have 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.
Inapplicable.

Item 7
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported On by the Parent Holding Company.
Inapplicable.

Item 8
Identification and Classification of Members of the Group.
Inapplicable.

Item 9
Notice of Dissolution of Group.
Inapplicable.

Item 10
Certification.
By signing below I certify that, to the best of my 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.

Exhibits
Exhibit 99-1
Joint Filing Agreement, dated January 25, 2016, between FCM, GP and
T. Montgomery Jones.

6






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: January 25, 2016






FCM INVESTMENTS, L.P.


By:

FCM Investments GP, LLC


its general partner





By:

/s/ T. Montgomery Jones




Name: T. Montgomery Jones




Title: Managing Member

FCM INVESTMENTS GP, LLC


By:

/s/ T. Montgomery Jones


Name: T. Montgomery Jones


Title: Managing Member

/s/ T. Montgomery Jones
T. Montgomery Jones

7

























EXHIBIT 99-1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the shares of beneficial interest, no par value, of
ProShares UltraShort Dow30, and further agree that this Joint Filing Agreement
shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for
the timely filing of such Statement on Schedule 13G and any amendments thereto,
and for the accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsible for the
accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same
effect as if the signature on each counterpart were upon the same instrument.
[Signature Page Follows]






























     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
January 25, 2016.










FCM INVESTMENTS, L.P.





By:

FCM Investments GP, LLC




its general partner








By:

/s/ T. Montgomery Jones













Name: T. Montgomery Jones






Title: Managing Member




FCM INVESTMENTS GP, LLC





By:

/s/ T. Montgomery Jones









Name: T. Montgomery Jones




Title: Managing Member




/s/ T. Montgomery Jones




T. Montgomery Jones