-----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, RUfRO6lZVUpFdE7hSIjm8d8R/RMPkvLkp+YvtT04ExJhENOt/Q8qWAsc3nHoneBP 7kE7ks9dtmT657f9uX4p8A== 0000897069-11-000025.txt : 20110121 0000897069-11-000025.hdr.sgml : 20110121 20110121161357 ACCESSION NUMBER: 0000897069-11-000025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110121 DATE AS OF CHANGE: 20110121 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: 11541548 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: LEUTHOLD WEEDEN CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001170152 IRS NUMBER: 411971243 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 33 SOUTH SIXTH STREET STREET 2: SUITE 4600 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123329141 MAIL ADDRESS: STREET 1: 33 SOUTH SIXTH STREET STREET 2: SUITE 4600 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: LEUTHOLD WEEDEN CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020328 SC 13G/A 1 leuthold13gpsq1.htm LEUTHOLD - PROSHARES SHORT QQQ leuthold13gpsq1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ProShares Trust
(Name of Issuer)

ProShares Short QQQ
(Title of Class of Securities)

74347R602
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
S                      Rule 13d-1(b)
 
¨                      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).
 

 
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CUSIP No. 74347R602


1
NAME OF REPORTING PERSONS
 
Leuthold Weeden Capital Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
Not Applicable
(a) ¨
(b) o
 
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 (SEE INSTRUCTIONS)
 
Not Applicable
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA


 
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CUSIP No. 74347R602


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:

 
Leuthold Weeden Capital Management (the “Reporting Person”)

Item 2(b).
Address of Principal Business Office or, if none, Residence:

 
33 South Sixth Street, Suite 4600, Minneapolis, MN  55402

Item 2(c).
Citizenship:

 
The Reporting Person is a Delaware corporation.

Item 2(d).
Title of Class of Securities:

 
ProShares Short QQQ

Item 2(e).
CUSIP Number:

 
74347R602

Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 
(e)
T
An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

 
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CUSIP No. 74347R602

Item 4.
Ownership:

 
(a)
Amount Beneficially Owned (as of August 6, 2010):  0

 
(b)
Percent of Class:  0%

 
(c)
Number of shares as to which such person has:

 
(i)
sole power to vote or to direct the vote:  0

 
(ii)
shared power to vote or to direct the vote:  0

 
(iii)
sole power to dispose or to direct the disposition of:  0

 
(iv)
shared power to dispose or to direct the disposition of:  0

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  T.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

 
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:

 
N/A

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

 
N/A

Item 9.
Notice of Dissolution of Group:
 
N/A

 
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CUSIP No. 74347R602


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 are 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:  January 20, 2011
Leuthold Weeden Capital Management



By:         /s/ Roger Peters
Roger Peters
Chief Compliance Officer

 
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