Current Report Filing (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): September 7, 2022

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

7272 Wisconsin Avenue

21^st Floor

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

7272 Wisconsin Avenue

21^st Floor

Bethesda, MD 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 Australian Dollar	(CROC)	NYSE Arca, Inc.
ProShares Short Euro	(EUFX)	NYSE Arca, 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

On March 10, 2022, ProShare Capital Management LLC (the “Sponsor”) announced its decision to voluntarily close, de-list and liquidate ProShares UltraShort Australian Dollar (CROC) and ProShares Short Euro (EUFX) (collectively, the “Funds”).

The shares of the Funds have been de-listed and are no longer traded on NYSE Arca, Inc. The Funds’ holdings were liquidated on May 3, 2022. Proceeds of the liquidation were distributed to shareholders on May 12, 2022.

Each of the Funds has prepared audited financial statements reflecting the completion of the liquidation thereof as of May 12, 2022. In accordance with the rules and regulations of the Commodity Futures Trading Commission, each of the Funds has made such financial statements available on its respective website and is mailing the financial statements to its respective shareholders. The financial statements of the Funds are filed as Exhibits 99.1 and 99.2 to this Current Report on 8-K and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Liquidation Report for OILU January 1, 2022 through May 2, 2022 and May 3, 2022 through May 12, 2022 (in liquidation)

99.2		Liquidation Report for EUFX January 1, 2022 through May 2, 2022 and May 3, 2022 through May 12, 2022 (in liquidation)

99.3		Consent of Pricewaterhouse Coopers LLP

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: September 7, 2022