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): January 1, 2017
POTOMAC FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
| New York | 0-50735 | 13-3937275 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY 10036
(Address and Zip Code of principal executive offices)
Registrant’s telephone number, including area code: (855) 672-4468
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 January 1, 2017, the registrant issued 11,310.093 units of limited partnership interest (“LP Units”) in exchange for $15,254,262 and 199.205 units of general partnership interest (“GP Units” and, together with the LP Units, the “Units”) in exchange for $181,777 in transactions that were not registered under the Securities Act. The Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(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.
| POTOMAC FUTURES FUND L.P. | ||
| By: | Ceres Managed Futures LLC | |
| General Partner | ||
| By | /s/ Patrick T. Egan | |
| Patrick T. Egan | ||
| President and Director | ||
Date: January 5, 2017
Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY 10036
January 5, 2017
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Potomac Futures Fund L.P. |
| Current Report on Form 8-K |
Ladies and Gentlemen:
On behalf of Potomac Futures Fund L.P. 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) 296-1296.
Very truly yours,
| /s/ Robert Hamershock |
| Robert Hamershock |