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EX-3.1 - EX-3.1 - Ceres Classic L.P.d32183dex31.htm

 

 

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): November 23, 2020

 

 

CERES CLASSIC L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-25603   13-4018068

(State or Other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (855) 672-4468

 

 

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))

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

N/A   N/A   N/A

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 5.03

Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year

As of November 23, 2020, Ceres Managed Futures LLC, the general partner of Ceres Classic L.P. (the “Registrant”), amended and restated the Registrant’s limited partnership agreement, made as of July 15, 1998, which was previously amended and restated as of March 26, 2002, April 28, 2004, April 25, 2005, April 2, 2007, September 16, 2010, November 30, 2012, January 1, 2016 and December 1, 2017, in order to reflect the change in name of the Registrant and certain other changes that are not adverse to the limited partners of the Registrant.

A copy of the Ninth Amended and Restated Limited Partnership Agreement of the Registrant is filed herewith as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed herewith.

 

Exhibit No.   

Description

3.1    Ninth Amended and Restated Limited Partnership Agreement of the Registrant, dated as of November 23, 2020.


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.

 

CERES CLASSIC L.P.
By:   Ceres Managed Futures LLC, General Partner
By:   /s/ Patrick T. Egan
  Patrick T. Egan
  President and Director

Date: November 25, 2020