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): May 11, 2021 ( May 11, 2021 )

ProShares Trust II

(Exact name of registrant as specified in its charter)

Delaware	001-34200	87-6284802
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Michael L. Sapir

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue

Suite 1000E

Bethesda, Maryland 20814

(240) 497-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael M. Philipp

c/o Morgan Lewis & Bockius LLP

77 West Wacker Drive

Chicago, Illinois 60601

and

Richard F. Morris

c/o ProShare Capital Management LLC

7501 Wisconsin Avenue

Suite 1000E

Bethesda, Maryland 20814

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
ProShares UltraShort Silver	ZSL	NYSE Arca, Inc.
ProShares UltraShort Bloomberg Crude Oil	SCO	NYSE Arca, Inc.
ProShares VIX Short-Term Futures ETF	VIXY	Cboe BZX Exchange, Inc.
ProShares Ultra VIX Short-Term Futures ETF	UVXY	Cboe BZX Exchange, Inc.

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

Change to Exchange Listing

On May 11, 2021, ProShare Capital Management LLC, on behalf of ProShares Trust II (the “Trust”) issued a press release announcing reverse share splits (each, a “Reverse Split”) on four of the Trust’s series, specifically ProShares UltraShort Silver (NYSE Arca symbol “ZSL”), ProShares UltraShort Bloomberg Crude Oil (NYSE Arca symbol “SCO”), ProShares VIX Short-Term Futures ETF (Cboe BZX Exchange symbol “VIXY”), and ProShares Ultra VIX Short-Term Futures ETF (Cboe BZX Exchange symbol “UVXY”) (each a “Fund” and collectively the “Funds”). The Reverse Splits will not change the value of a shareholder’s investment.

ProShares Ultra VIX Short-Term Futures ETF will execute a 1 for 10 Reverse Split of its shares. ProShares UltraShort Silver, ProShares UltraShort Bloomberg Crude Oil, and ProShares VIX Short-Term Futures ETF will each execute a 1 for 4 Reverse Split of its shares. The Reverse Splits will be effective at the market open on May 25, 2021, when each Fund begins trading at its respective post-Reverse Split prices. The ticker symbols for the Funds will not change, but the Funds will be issued new CUSIP numbers: ProShares UltraShort Silver (new CUSIP number “74347Y847”), ProShares UltraShort Bloomberg Crude Oil (new CUSIP number “74347Y862”), ProShares VIX Short-Term Futures ETF (new CUSIP number “74347Y854”), and ProShares Ultra VIX Short-Term Futures ETF (new CUSIP number “74347Y839”). The Reverse Splits will increase the price per share of each Fund with a proportionate decrease in the number of shares outstanding. Specifically, every 4 pre-Reverse Split shares held by a ProShares UltraShort Silver, ProShares UltraShort Bloomberg Crude Oil, or ProShares VIX Short-Term Futures ETF shareholder will result in the receipt of one post-Reverse Split share, which will be priced 4 times higher than the net asset value of a pre-Reverse Split share. Every 10 pre-Reverse Split shares held by a ProShares Ultra VIX Short-Term Futures ETF shareholder will result in the receipt of one post-Reverse Split share, which will be priced 10 times higher than the net asset value of a pre-Reverse Split share.

For Fund shareholders who hold quantities of shares that are not an exact multiple of the applicable Reverse Split ratio (i.e., not a multiple of 4 or 10, as applicable), the Reverse Split will result in the creation of a fractional share. Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

The Sponsor announced the foregoing via a press release dated May 11, 2021. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference. The press release includes information relating to additional funds, none of which are series of the Trust.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release Dated May 11, 2021.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

Date: May 11, 2021

ProShares Trust II
By:	/s/ Todd B. Johnson
	Todd B. Johnson
	Principal Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ProShares Announces ETF Share Splits

BETHESDA, MD – May 11, 2021 – ProShares, a premier provider of ETFs, announced today forward and reverse share splits on twenty-three of its ETFs. The splits will not change the total value of a shareholder’s investment and will be effective on two separate dates.

Forward Splits

Eight ETFs will forward split shares at the following split ratios:

Ticker	ProShares ETF	Split Ratio
DIG	ProShares Ultra Oil & Gas	2:1
QLD	ProShares Ultra QQQ	2:1
UDOW	ProShares UltraPro Dow30	2:1
UWM	ProShares Ultra Russell2000	2:1
USD	ProShares Ultra Semiconductors	4:1
UXI	ProShares Ultra Industrials	4:1
SAA	ProShares Ultra SmallCap600	5:1
UMDD	ProShares UltraPro MidCap400	5:1

All forward splits will apply to shareholders of record as of market close on May 21, 2021, payable after market close on May 24, 2021. All forward splits will be effective prior to market open on May 25, 2021, when the funds will begin trading at their post-split price. The ticker symbols and CUSIP numbers for the funds will not change.

The forward splits will decrease the price per share of each fund with a proportionate increase in the number of shares outstanding. For example, for a two-for-one split, every pre-split share will result in the receipt of two post-split shares, which will be priced at one-half the net asset value (“NAV”) of a pre-split share.

Illustration of a Forward Split

The following table shows the effect of a hypothetical two-for-one forward split:

Period	# of Shares Owned		Hypothetical NAV		Value of Shares
Pre-Split		100	$	120.00	$	12,000.00
Post-Split		200	$	60.00	$	12,000.00

Reverse Splits – Phase 1

ProShares will implement reverse splits for fifteen ETFs in two phases, on two separate dates. Eleven ETFs will reverse split shares at the following split ratios:

Ticker	ProShares ETF	Split Ratio	Old CUSIP	New CUSIP
BZQ	ProShares UltraShort MSCI Brazil Capped	1:2	74347B292	74347G655
MZZ	ProShares UltraShort MidCap400	1:2	74348A129	74347G580
RXD	ProShares UltraShort Health Care	1:2	74348A228	74347G564
SIJ	ProShares UltraShort Industrials	1:2	74348A111	74347G598
SMN	ProShares UltraShort Basic Materials	1:2	74347B177	74347G614
SRS	ProShares UltraShort Real Estate	1:2	74348A244	74347G556
SZK	ProShares UltraShort Consumer Goods	1:2	74347G820	74347G630
SDD	ProShares UltraShort SmallCap600	1:4	74348A137	74347G572
SDOW	ProShares UltraPro Short Dow30	1:4	74347G309	74347G648
SMDD	ProShares UltraPro Short MidCap400	1:4	74347G697	74347G663
SSG	ProShares UltraShort Semiconductors	1:4	74347G846	74347G622

All reverse splits for Phase 1 will be effective prior to market open on May 25, 2021, when the funds will begin trading at their post-split price. The ticker symbols for the funds will not change. All funds undergoing a reverse split will be issued new CUSIP numbers, listed above.

The reverse splits will increase the price per share of each fund with a proportionate decrease in the number of shares outstanding. For example, for a one-for-four reverse split, every four pre-split shares will result in the receipt of one post-split share, which will be priced four times higher than the NAV of a pre-split share.

Reverse Splits – Phase 2

An additional four ETFs will reverse split shares at the following split ratios:

Ticker	ProShares ETF	Split Ratio	Old CUSIP	New CUSIP
SCO	ProShares UltraShort Bloomberg Crude Oil	1:4	74347W668	74347Y862
VIXY	ProShares VIX Short-Term Futures ETF	1:4	74347W171	74347Y854
ZSL	ProShares UltraShort Silver	1:4	74347W114	74347Y847
UVXY	ProShares Ultra VIX Short-Term Futures ETF	1:10	74347W148	74347Y839

All reverse splits for Phase 2 will be effective prior to market open on May 26, 2021, when the funds will begin trading at their post-split price. The ticker symbols for the funds will not change. All funds undergoing a reverse split will be issued new CUSIP numbers, listed above.

The reverse splits will increase the price per share of each fund with a proportionate decrease in the number of shares outstanding. For example, for a one-for-four reverse split, every four pre-split shares will result in the receipt of one post-split share, which will be priced four times higher than the NAV of a pre-split share.

Illustration of a Reverse Split

The following table shows the effect of a hypothetical one-for-four reverse split:

Period	# of Shares Owned	Hypothetical NAV	Value of Shares
Pre-Split	1,000	$10.00	$10,000.00
Post-Split	250	$40.00	$10,000.00

Fractional Shares from Reverse Splits

For shareholders who hold quantities of shares that are not an exact multiple of the reverse split ratio (for example, not a multiple of four for a one-for-four reverse split), the reverse split will result in the creation of a fractional share. Post-reverse split fractional shares will be redeemed for cash and sent to your broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

About ProShares

ProShares has been at the forefront of the ETF revolution since 2006. ProShares now offers one of the largest lineups of ETFs, with more than $54 billion in assets. The company is the leader in strategies such as dividend growth, interest rate hedged bond and geared (leveraged and inverse) ETF investing. ProShares continues to innovate with products that provide strategic and tactical opportunities for investors to manage risk and enhance returns.

For media inquiries, please contact:

Tucker Hewes, Hewes Communications, Inc., 212.207.9451, tucker@hewescomm.com

For Investor and Financial Professional inquiries, please contact:

ProShares, 866.776.5125, info@proshares.com or visit us at ProShares.com

May 11, 2021

Geared (leveraged or short) ProShares ETFs seek returns that are a multiple of (e.g., 2x or -2x) the return of an index or other benchmark (target) for a single day, as measured from one NAV calculation to the next. Due to the compounding of daily returns, ProShares’ returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. These effects may be more pronounced in funds with larger or inverse multiples and in funds with volatile benchmarks. Investors should monitor their ProShares holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the prospectus.

Investing involves risk, including the possible loss of principal. ProShares ETFs are generally non-diversified, and each entails certain risks, which may include risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short positions lose value as security prices increase. Narrowly focused investments typically exhibit higher volatility. Investments in smaller companies typically exhibit higher volatility. Smaller company stocks also may trade at greater spreads or lower trading volumes and may be less liquid than stocks of larger companies. Please see summary and full prospectuses for a more complete description of risks. There is no guarantee any ProShares ETF will achieve its investment objective.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses available for Volatility, Commodity, and Currency ProShares.

ProShares are distributed by SEI Investments Distribution Co., which is not affiliated with the funds’ advisor or sponsor.

XML

Document and Entity Information	May 11, 2021
Document And Entity Information [Line Items]
Entity Address, State or Province	MD
Document Period End Date	May 11, 2021
Amendment Flag	false
Entity Central Index Key	0001415311
Document Type	8-K
Entity Registrant Name	ProShares Trust II
Entity Incorporation State Country Code	DE
Entity File Number	001-34200
Entity Tax Identification Number	87-6284802
Entity Address, Address Line One	c/o ProShare Capital Management LLC
Entity Address, Address Line Two	7501 Wisconsin Avenue
Entity Address, Address Line Three	Suite 1000E
Entity Address, City or Town	Bethesda
Entity Address, Postal Zip Code	20814
City Area Code	(240)
Local Phone Number	497-6400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Proshares Ultra Short Silver [Member]
Document And Entity Information [Line Items]
Security 12b Title	ProShares UltraShort Silver
Trading Symbol	ZSL
Security Exchange Name	NYSEArca
Proshares Ultra Short Bloomberg Crude Oil [Member]
Document And Entity Information [Line Items]
Security 12b Title	ProShares UltraShort Bloomberg Crude Oil
Trading Symbol	SCO
Security Exchange Name	NYSEArca
Proshares Vix Short Term Futures Etf [Member]
Document And Entity Information [Line Items]
Security 12b Title	ProShares VIX Short-Term Futures ETF
Trading Symbol	VIXY
Security Exchange Name	CboeBZX
Proshares Ultra Vix Short Term Futures Etf [Member]
Document And Entity Information [Line Items]
Security 12b Title	ProShares Ultra VIX Short-Term Futures ETF
Trading Symbol	UVXY
Security Exchange Name	CboeBZX