SEC Company Response from ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311) (AGQ) — Mar 28, 2016
ProShares Trust II (AGQ, EUO, GLL, SCO, UCO, UGL, ULE, YCL, YCS, ZSL, BOIL, KOLD, SVXY, UVXY, VIXM, VIXY) (CIK 0001415311)
Date: March 28, 2016 · CIK: 0001415311 · Accession: 0001193125-16-519176
AI Filing Summary & Sentiment
File numbers found in text: 333-210024
Referenced dates: March 23, 2016
Letter
VIA EDGAR CORRESPONDENCE Registration Statement on Form S-3 Filed March 8, 2016 File No. 333-210024
Re: ProShares Trust II
Dear Ms. Ayoola:
We are writing to respond to follow-up on the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating to the Registration Statement on Form S-3 of ProShares Trust II (the “Registration Statement”), which was filed with the Securities and Exchange Commission on March 8, 2016.
For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement.
1. Comment: We note that you are registering common units in a primary offering on Form S-3 for ten funds, including ProShares UltraShort Gold. However, it does not appear that ProShares UltraShort Gold meets the transaction requirements under General Instruction I.B.1 of Form S-3 because its aggregate market value within 60 days prior to the date of filing the Form S-3 appears to be less than $75 million. Thus, please explain to us how you are eligible to use Form S-3 for ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold.
Response: The closing price per common unit of beneficial interest of ProShares UltraShort Gold (the “Fund”) on NYSE Arca, the Fund’s principal trading market, on February 16, 2016 was $88.58. The Fund had 946,977 common units of beneficial interest outstanding on February 16, 2016. The Fund had an aggregate market value of $83,883,222.66 ($88.58 x 946,977) on February 16, 2016. Since February 16, 2016 is within 60 days prior to March 8, 2016, which is the date that the Registration Statement was filed with the Securities and Exchange Commission, the Fund is eligible to use Form S-3.
* * * * *
We hope that this response adequately addresses your comment. If you have any further comments or questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing.
Very
truly yours,
/s/ Robert J. Borzone, Jr.
Show Raw Text
CORRESP 1 filename1.htm CORRESP March 28, 2016 VIA EDGAR CORRESPONDENCE Folake Ayoola Senior Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: ProShares Trust II Registration Statement on Form S-3 Filed March 8, 2016 File No. 333-210024 Dear Ms. Ayoola: We are writing to respond to follow-up on the comment that you and Tom Kluck communicated to us by letter dated March 23, 2016, relating to the Registration Statement on Form S-3 of ProShares Trust II (the “Registration Statement”), which was filed with the Securities and Exchange Commission on March 8, 2016. For ease of reference, the comment has been restated in italics below before our response. Capitalized terms not otherwise defined have the same meanings as those in the Registration Statement. 1. Comment: We note that you are registering common units in a primary offering on Form S-3 for ten funds, including ProShares UltraShort Gold. However, it does not appear that ProShares UltraShort Gold meets the transaction requirements under General Instruction I.B.1 of Form S-3 because its aggregate market value within 60 days prior to the date of filing the Form S-3 appears to be less than $75 million. Thus, please explain to us how you are eligible to use Form S-3 for ProShares UltraShort Gold or alternatively, please amend your registration statement on an appropriate form for ProShares UltraShort Gold. Response: The closing price per common unit of beneficial interest of ProShares UltraShort Gold (the “Fund”) on NYSE Arca, the Fund’s principal trading market, on February 16, 2016 was $88.58. The Fund had 946,977 common units of beneficial interest outstanding on February 16, 2016. The Fund had an aggregate market value of $83,883,222.66 ($88.58 x 946,977) on February 16, 2016. Since February 16, 2016 is within 60 days prior to March 8, 2016, which is the date that the Registration Statement was filed with the Securities and Exchange Commission, the Fund is eligible to use Form S-3. * * * * * 1 We hope that this response adequately addresses your comment. If you have any further comments or questions regarding this Registration Statement, please contact me at (240) 497-6578. Thank you for your time and attention to this filing. Very truly yours, /s/ Robert J. Borzone, Jr. ProShare Advisors LLC Vice President and Legal Counsel cc: Tom Kluck Legal Branch Chief, Office of Real Estate and Commodities 2