-----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, Cey4yNKZohpb2JxNZQwrTWhptCQm3/ETOpfl2pKAgePE5HeCWpTS7ACJ54/7LNrk cx0/DIPBgD5325buYaq12Q== 0000950136-08-002968.txt : 20080605 0000950136-08-002968.hdr.sgml : 20080605 20080605120546 ACCESSION NUMBER: 0000950136-08-002968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080601 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP FAIRFIELD FUTURES FUND LP II CENTRAL INDEX KEY: 0001276262 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51282 FILM NUMBER: 08882383 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125592011 8-K 1 file1.htm FORM 8-K 



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): June 1, 2008

                    CITIGROUP FAIRFIELD FUTURES FUND L.P. II
             (Exact name of registrant as specified in its charter)


   New York              000-51282               56-2421596
- --------------     --------------------      ------------------
(State or other      (Commission File           (IRS Employer
jurisdiction of           Number)             Identification No.)
incorporation)


                        c/o Citigroup Managed Futures LLC
                        731 Lexington Avenue - 25th Floor
                               New York, NY 10022
              (Address and Zip Code of principal executive offices)


       Registrant's telephone number, including area code: (212) 559-2011
                                                            --------------

                                 Not Applicable
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 3.02 Unregistered Sales of Equity Securities

     On June 1, 2008, the Fund issued  618.5948 Units in exchange for $603,000
in a transaction that was not registered under the Act. The Units were issued in
reliance upon applicable exemptions from registration under Section 4(2) of the
Act and Section 506 of Regulation D promulgated thereunder.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.



    CITIGROUP FAIRFIELD FUTURES FUND L.P. II

    By: Citigroup Managed Futures LLC, General Partner



    By /s/  Jerry Pascucci
            ------------------
            Jerry Pascucci
            President and Director

    By /s/ Jennifer Magro
           ---------------------------
           Jennifer Magro
           Chief Financial Officer and Director


Date: June 5, 2008








                          Citigroup Managed Futures LLC
                        731 Lexington Avenue, 25th Floor
                            New York, New York 10022


June 5, 2008

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:      Citigroup Fairfield Futures Fund L.P. II
         Current Report on Form 8-K

Ladies and Gentlemen:

On behalf of Citigroup Fairfield Futures Fund L.P. II and pursuant to Rule
13a-11 promulgated by the Securities and Exchange Commission (the "Commission"),
we transmit herewith for filing with the Commission via EDGAR a Current Report
on Form 8-K pursuant to the Securities Exchange Act of 1934 and the rules and
regulations thereunder.

Should members of the Commission's staff have any questions or comments with
respect to this filing, please contact the undersigned at (212) 559-5046.

Very truly yours,

/s/ Brian Centner
    -------------
    Brian Centner
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