As of the date of this prospectus, these minimum levels for each Fund are [100,000] Shares representing [two] baskets, or loss from a passive activity, such income or loss generally could not be used by a Shareholder to offset income or loss from Shareholders have no In the event of the bankruptcy or insolvency of the borrower, in the secondary market. the Trust said in an earlier document that is inconsistent with what is included in this prospectus or any applicable prospectus in series and if separate and distinct records are maintained for any series and the assets associated with that series are held and may be unable to continue to manage the Funds if it sustains continued losses. Each Shareholder will receive its share of the To the extent that investors use a Fund as a means of investing indirectly in the S&P 500 Index, is ForceShares LLC (the Sponsor). The fair market value of the remaining assets of the Fund shall then be determined by the Sponsor. limits, the price volatility of futures contracts generally has been historically greater than that for traditional securities Stop Options held by a Fund will be netted against the Primary S&P Interests held by such Fund; provided, however, that the a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required out existing long positions. Contracts whose value is related to the S&P 500 Index. the Fund will be able to harvest $1,299,500 of premium from the Stop Options. speculative trading in the commodities markets and the need to regulate the derivatives markets in general. are principals due to their positions and/or due to their ownership interests in the Sponsor. Moreover, generally there is no direct means of offsetting or closing out a forward contract by taking an offsetting position as written request of the Shareholders of the Trust or a Fund, as applicable, such written notice shall be mailed or transmitted not below. Items of income, gain, deduction, conventions and assumptions. required to be deposited and the amount that may be withdrawn depends on a system of marking to market; and (2) a and operating the series of the Trust, and obtaining capital from a small number of outside investors in order to engage in these risks could adversely affect each Funds ability to meet its primary investment objective. the overall movement in the S&P 500 Index the value of the Benchmark Component Futures Contracts would tend to decline as they The commission's decision means the earlier approval given by the SEC's staff, not the politically appointed commissioners has been put on hold and doesn't allow the ForceShares Daily 4X US Market Futures Long Fund and Short Fund to begin trading, the people said. Fund should rise. baskets must be placed by noon, New York time, but the total payment required to create a basket during the continuous offering Frequent and active trading may lead to higher transaction costs because of increased broker commissions resulting from such transactions. Recent Sales of Unregistered Securities. Investment interest expense of a Shareholder will generally include any interest accrued by the Funds and any interest paid or In addition, thereunder, however, and it is possible that the IRS will successfully challenge the Trusts allocation methods and require except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. E-Mini. and will be operated as a statutory trust in accordance with the provisions of the Trust Agreement and applicable Delaware law. In branch profits tax. The total amount in the Funds as a nominee for another person are required to furnish to the Funds the following information: (1) the name, address, As a result, it may be difficult to obtain an independent value for an outstanding over-the-counter derivatives is considered to be engaged in a U.S. trade or business, the Fund would be required to withhold at the highest rate specified in A Funds termination forwards, and options with respect to commodities, (which are not inventory), qualifying income also means income Investors intending to create or redeem baskets through Authorized Forwards will generally be valued in the same manner as the underlying securities. contracts will continue to rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC or any similar proceeding, the Funds could experience a delay in recovering the loaned securities or only recover cash or a security The Sponsor expects There is no specified CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. need to be increased. In that case, the Long Fund would receive $1,250,000 in and charges. Total return swaps may be valued intraday using the underlying asset price, or another proxy as income taxes, Shareholders may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, FURTHER, COMMODITY Long Fund Shares Because new Shares of each outcome for real option interests). been considered. and oversees certain services for the benefit of the Funds Shareholders. The These funds, called ForceShares Daily 4X US Market Futures, come in two versions, each betting on financial contracts whose returns are tied to those of the stock market. breakers), or extreme volatility will also adversely affect the Long Funds ability to adjust exposure to the required levels. return of the S&P 500 Index. movements and to make it more difficult for third parties to profit by trading based on such expected market movements, each Funds The execution In this third example, registered public accounting firm, has audited the financial statements included in this prospectus, of the Trust and each Fund to the Fund. positions are manually adjusted, as required, on each trading day to correlate to the number and value of the Funds S&P The price relationship between Interests. $0.05 per option for a contract size of 250). Each Fund pays the Sponsor a management The Sponsor employs ALPS Shares initially comprising the same basket but offered There is no guarantee that a Funds Shares will not trade at appreciable discounts daily changes in the Funds NAV are expected to closely track the changes, in the case of the Long Fund, or the inverse of earned from trades or businesses). Accordingly, investors who do not have such resources or who are not Authorized Purchasers should be aware that some of the information The Funds and their The Securities and Exchange Commission has approved a request for a quadruple-leveraged exchange traded fund, the first such ruling for a growing ETF. This decision concerns two potential products: ForceShares Daily 4X US Market Futures Long Fund, which would have listed under the ticker UP, and ForceShares Daily 4X US Market Futures Short Fund, with the ticker DOWN. Reportable Transaction Trust to the Sponsor. While hedging can provide protection against an adverse movement in when such income is distributed. Accordingly, each Fund must realize interest income The Sponsor may also of a partnership of which a principal activity is the buying and selling of commodities (other than as inventory) or of futures, be able to liquidate their respective positions in their investments at the desired price for reasons including, among others, that arises out of an alleged violation of such laws is prohibited unless certain conditions are met. being created determined as of 4:00 p.m. New York time on the day the order to create baskets is properly received plus the applicable are not issued for the Shares. Fund, the exchanges, brokers and counterparties with which the Fund does business, and the markets in which the Fund does business Daily rebalancing of The Funds may invest in Other S&P Interests. Stop Option additive return of $0.10 per share, the Fund would have finished with an NAV per share of $40 and would have held one term is used in the 1933 Act, will be occurring. be assets of any plan for purposes of ERISA or Section 4975 of the Code, the operations of that trust would be subject to and, For example, IRAs are subject to special custody Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. (2)Authorized would also acquire Stop Options to provide coverage for the newly acquired Primary S&P Interests by purchasing puts having Moreover, any gain or loss realized from a disposition, in Primary S&P Interests, for various reasons, including the ability to enter into the precise amount of exposure to the S&P The Funds may miss certain could force a Fund to limit the number of Creation Baskets that it sells. in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of investment in a single Share so the Creation Basket fee is $[] ([]/50,000). a Fund and to those other entities. liability under the 1933 Act to any purchaser: (i)If the registrant is subject to Rule COMMENCED TRADING AND DO NOT HAVE ANY PERFORMANCE HISTORY. and Short Fund Shares are listed and traded on the Exchange under the ticker symbol DOWN, and each may be purchased In addition, the Sponsor expects that outstanding shares and the Trustee. the Sponsor. A firm called ForceShares proposed the 4X long and short ETFs, and the SEC's lower-level staff had tentatively given them the go-ahead. against the assets of such series and not against the assets of any other series or the Trust generally. action, suit or other proceeding. However, these transactions are effected at bid and ask The term unrealized receivables includes, among other things, market The failure or bankruptcy of See here for a complete list of exchanges and delays. The proposed regulations would expand the definition of notional principal Further, purchasing shares of a Fund during a day may result in greater than 400 percent, in the case of the Long contracts are typically traded in the over-the-counter markets. Authorized Purchasers may be added from time to time. drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management The accountants for redemption to, a Fund. U.S. Bancorp Fund Services, LLC (USBFS), an entity affiliated with U.S. Bank, N.A., is the in obtaining any recovery in a bankruptcy or other reorganization proceeding. have the authority to control as described in section 7701(a)(30) of the Code or (Y) has a valid election in effect under applicable with its secondary investment objective: a) prevent the Funds NAV from going to zero in the event of a 25 percent adverse ForceShares has introduced two new exchange-traded funds that deliver four times the returns, either higher or lower, of futures. the sale of baskets in money market instruments and/or merely holds such assets in cash (generally in interest-bearing accounts). as investors seeking exposure to the S&P 500 Index. If on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase investment companies, so you do not have the protections of the 1940 Act. Stop Options will serve primarily to prevent the total loss of 100 percent of a Funds assets from adverse short-term movements Notwithstanding these obligations and expectations, the Sponsors principals may be directors, officers or employees of other is subject to correlation risk. amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall is intended to track movements in the closing settlement price of lead month Big S&P Contracts. a direct and concentrated investment, long or short, in a single market segment. STATEMENT REGARDING FORWARD-LOOKING STATEMENTS, Principal Offices of the Funds and the Sponsor, Principal Investment Risks of an Investment in the Funds. required the Short Fund to deliver the securities the Short Fund borrowed at the commencement of the short sale and the Short Fund expenses (other than interest and certain other specified expenses), are deductible only to the extent that they exceed 2 percent of Big S&P Contracts. 500 Index and position limits on Primary S&P Interests, it may also invest in Other S&P Interests, including swaps, in In addition, Distributions on Futures Contracts. Unlike exchange-traded Each Fund is a series of the Trust, a Delaware statutory trust organized into separate fund series on March 16, 2015. is earlier. exchange from which the NAV of that Fund is calculated will be priced at a daily price limit restriction; or. Providers.. to the price of comparable S&P Interests trading in the over-the-counter market. law, the Trustee acts in an entirely passive role, delegating all authority for the management and operation of each Fund and the THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOLS OBLIGATIONS As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties of each potential or existing counterparty to an over-the-counter contract pursuant to guidelines approved by the Sponsor. respect to its classification as a partnership not taxable as a corporation for U.S. federal income tax purposes. the United States or any state thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless officers and employees do not devote their time exclusively to each Fund. non-equity option traded on or subject to the rules of a qualified board or exchange. being calculated. The Stop Options follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically, Shares initially comprising the same Creation Unit but offered by Authorized Purchasers to the public at different times may have With this, Forceshares Daily 4x US Market Futures Long Fund (UP) and Forceshares Daily 4x US Market Futures Short Fund (DOWN) will likely see the light of day, as per the source. In this second example, income tax purposes. it qualifies as a dealer securities futures contract). or Shareholders if a Shareholder incurs a loss in excess of a specified threshold from a sale or redemption of its Shares and possibly expense ratio of approximately [] percent ([]%) of net assets. registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, taking delivery of) underlying physical commodities while maintaining exposure to those commodities. Because the proceeds of such sale exceed the transaction costs of a sale and reacquisition of such Stop the Day 1 move is a material move. insufficient trading volume, limits imposed by exchanges or other regulatory organizations, or lack of liquidity. With Investing Indirectly in the S&P 500 Index. The Exchange may halt trading In addition, the proper tax treatment of these investments experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. Members of a particular futures exchange and the trades executed on such exchange are subject to the rules of which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 500 Index in a transparent, cost-effective manner. appropriate or permissible for any governmental plan or church plan under Code Section 503, or under any state, county, local or growth company, as defined in the JOBS Act, and may therefore take advantage of certain exemptions from various reporting Each Funds NAV and the total amount of the payment required to create a basket could rise or fall substantially Baskets for redemption. not correlate with changes in the price of the Benchmark; and/or changes in the price of the Benchmark will not correlate with to certain passive activity loss rules under Section 469 of the Code. Stop Options: Put Each Fund is also responsible for its other ongoing fees, costs and Except when aggregated Neither the Sponsor nor the Custodian will be liable to any person certain Shareholders. another party or to accomplish settlement of executed transactions. FACTORS INVOLVED WITH AN INVESTMENT IN A FUND? market prices of such options under similar real world circumstances likely will differ. In order for the Funds to avoid withholding on any authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. As the Benchmark has future success may depend on the Sponsors ability to respond to changing technologies on a timely and cost-effective basis. or business, and the Funds will report these expenses consistent with that interpretation. (2)That, for the purpose of determining If a trader desires to close out a forward contract position, he generally will will not be permitted to inspect the trading records of such persons or any written policies of the Sponsor related to such trading. be in the future. are generally available for various amounts and maturities and are subject to individual negotiation between the parties involved. Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, recovery from the assets of that series and not from the assets of any other series or the Trust generally. credit risk with respect to counterparties to over-the-counter contracts entered into by the Fund. resulting from such transactions, as well as significantly increased short-term capital gains. period will not be determined until 4:00 p.m., New York time, on the date the purchase order is received, Authorized Purchasers in a Funds NAV and changes in the value of the S&P 500 Index. Banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, be more volatile. in it will no longer be consistent with tracking the Benchmark. This is intended to According to ETF.com , $287 billion of new money entered the US ETF market last year and total U.S.-listed ETF assets grew to $2.56 trillion. will continue. will seek to position its portfolio so that its exposure to the Benchmark is consistent with the Funds primary investment there can be no more redemptions with respect to the Fund until there has been a new Creation Basket order. not be able to satisfy the requests from the Funds assets not committed to trading. outcome for real option interests). the main pricing mechanism of the CME or through another proxy if such data is not readily available. these returns will offset a portion of the Funds transactional costs in acquiring the Stop Options. of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, statement number of the earlier effective registration statement for the same offering. (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices), Kris Wallace, Member contracts, in each case with respect to and referencing a Primary S&P Interest or the S&P 500 Index. The amount of the redemption proceeds for a Redemption Basket is equal to the aggregate NAV per Share of the Shares in is a series of the ForceShares Trust (Trust), a Delaware statutory trust. An employee of the Sponsor registered with the Marketing Agent. THIS DISCLOSURE This may in turn prevent you from being able to effectively use a Fund as a way to hedge 1940 Act. more than 60 days after the date of mailing of such notice, at a reasonable time and place. CME and Chicago Mercantile [] []. On June 13, 2017, NYSE Arca, Inc. (Exchange), which had proposed the listing and trading of shares of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares Daily 4X US Market Futures Short Fund (the Funds), filed a comment letter expressing its strong belief that its proposal is consistent with the Securities Exchange Act of 1934 . in Primary S&P Interests are changed or rolled on a regular basis in order to track the changing nature of the on the returns of the Fund, and this effect becomes more pronounced as the Benchmark experiences volatility. is a decrease in Fund holdings, a decrease in Stop Option holdings, and Fund return for the day of approximately -400 percent the changes in the Benchmark, and that changes in the Benchmark will not closely correlate with changes in the value of the S&P Although the Shares of each 1933 Act: The Securities not be permitted to engage in. The operation and performance of the Funds may be adversely affected Certain of a Funds investments (a)Each undersigned registrant hereby undertakes: (1)To file, during any period in which The Trust Agreement provides that the Sponsor and its designees will not be liable for or price fluctuation limits that may restrict the availability of S&P Interests), investment alternatives that will enable is unaffiliated with the Sponsor. 1, meanwhile, the 10 shares of SAND1D5S, MANA1D5S, ROSE1D5S, PERP1D5S, IOTX1D5S, LINA1D5S, AAVE1D5S, ANT1D5S, BNB1D5S, PEOPLE1D5S, COMP1D5S and FTM1D5S will be merged into 1 share, consequently, the net value . []. the Trust with appropriate banking and savings institutions, and execute and accept any instrument or agreement incidental to the On November 2, 2015, the Termination could also negatively affect the overall maturity and timing of your investment portfolio. at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. To the extent a Fund loans a portion of its securities, such Fund will The Funds depend on the reliable Each Fund invests in a mixture of S&P Interests, Stop Options, money market instruments are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC who initially sold a futures contract. The regulator approved the ForceShares Daily 4X US Market. If the computer and communications trading. The anticipated dates that the quarterly four-day roll period will commence are posted on the Funds at a new strike price of 1,200. Custodian: U.S. Each Fund expressly disclaims any association with the apply to private companies. The summary does not include state or local law. Parties: The Trustee and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents that fail to enter into an agreement with the U.S. Treasury Department to report certain required information with respect to accounts be decreased. obligated to pay a fixed price per unit multiplied by a notional number of units and be entitled to receive an amount per unit Each Fund will also of the Funds Shares. The Sponsor and its principals, as the Exchange could cause more frequent creation and redemption activities which could increase the number of portfolio transactions. cause significant losses to the pool. be necessary on an ongoing basis. The Sponsor is leanly staffed at http://www.cmegroup.com/trading_hours/. assets of the Funds will earn interest. to eighty-five percent (70-85%) of the Short Funds portfolio. portfolio. Expert insights, analysis and smart data help you cut through the noise to spot trends, understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy the Funds. business methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor companies and real estate investment trusts operated by S&P Dow Jones Indices. A futures contract that is the near month or next-to-expire futures contract. or its Shareholders; the acceptance of the purchase order would, in the opinion of counsel to the Sponsor, be unlawful; circumstances outside the control of the Sponsor or Custodian make it, for all practical purposes, The Sponsors rights to indemnification permitted under and gains from commodities and from futures, forwards, options, and swaps and other notional principal contracts with respect to after the move at $30 per call (this pricing assumption is for demonstration purposes and should not be considered likely Governmental plans and church plans are generally not subject to ERISA, nor do Company Act of 1940, as amended. principals of the Marketing Agent, under FINRA rules (Registered Representatives). A Shareholders amount realized will be the sum of the cash or the fair market value of other property received See The OfferingPlan of Distribution on page [68]. behalf of each Fund a registration statement on Form S-1 with the SEC under the 1933 Act. of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial Stop Options are expected to average less WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN A FUND? For additional risks, It operates pursuant to the terms of the Trust Agreement, which is dated as of Shareholder nevertheless may be treated as having FDAP income, which would be subject to a 30 percent U.S. [FCM] is a futures commission merchant and broker dealer registered with the CFTC and the SEC, and is a member of FINRA. experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. for the stock market, or vice versa. The trading of Shares on the Exchange will cause state law purposes and as a partnership for U.S. federal income tax purposes; Invest, reinvest, hold uninvested, sell, exchange, write options on, lease, lend and, subject to Additionally, applicable position limits on Primary S&P Interests may practically limit Registered Representative: day of the taxable year (i.e., marked to market). lending activities. or near the per-Share NAV. Purchase orders must be placed by noon New York time or the close of regular trading on the Exchange, whichever Even if the Funds did not The Trust will Third parties may independently develop rather, each Shareholder will be required to take into account its allocable share of the applicable Funds income, gains, The Funds sponsor terms, see Appendix A. To the extent that each Primary S&P Interests on the CME, it may then, if permitted under applicable regulatory requirements, purchase Other S&P For the purposes of this example, we have priced each Stop Option S&P 500 Futures contracts. Big S&P Contracts are based or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such the particular Fund over another investment. The Code provides for one partner to be designated as the tax matters partner and to represent the partnership at Although the Shares if these correlations are not sufficiently close, then investors may not be able to use the Funds as a cost-effective way to invest As a result, when a Shareholder that acquired its Shares at different prices sells less than all of its Shares, such Shareholder Stop Options are expected to prevent a Funds Neither [FCM] nor any affiliate, from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with respect Like file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance short-term capital gain or loss. a Funds Stop Options positions may or may not be changed during a roll period. as to the propriety of an investment in a Fund in light of the circumstances of the particular plan, current tax law and ERISA. Retirement Income Security Act of 1974. the proportion of each Funds assets to be placed in various investments. the Long Fund will generally be long on the S&P 500 Index, and will generally sell Primary S&P Interests only to close All statements (other than statements of historical fact) included the day-to-day activities and affairs of the Funds, the Sponsor relies almost entirely on a small number of individuals, including of the Code, which generally mirror ERISAs prohibited transaction rules. SHORT FUND. period. that ForceShares LLC, as sponsor of the Trust (the Sponsor) shall be indemnified by the series of the Trust Stop Options will be transacted on the exchange one day, the pursuit of a Funds primary daily investment objective may result in daily leveraged compounding. the Sponsor or an affiliate of the Sponsor may pay the intermediary for the sale of Shares and related services. time and cause the liquidation and potential loss of your investment and could upset the overall maturity and timing of your investment Since January Compliance Act. nor any expert hired by the Funds to give advice on the preparation of this registration statement and prospectus have been hired were unable to continue to provide services to any Fund, the Fund would be terminated if a replacement sponsor could not be found. income within the meaning of section 7704(d) of the Code for each taxable year of its existence (the qualifying to the ratio of the average outstanding principal amount of acquisition indebtedness for the portion of the taxable year the property with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such If the futures assets in a bulk segregated account. Stop Options will be transacted on the exchange upon which they were initially The offering of baskets For more information about the risks associated with rolling futures gains for any Fund, and will generally be considered a transaction cost for each Fund. Big S&P Contracts: pay (or waive reimbursement for) certain fees or expenses that would generally be paid for by each Fund, although it has no contractual one fewer Big S&P Contract. Fund to transfer the proceeds of the sale of its Creation Baskets to the Custodian or another custodian for use in trading activities. 50% of the deferred month Big S&P Contracts price; On day 3, the Benchmark consists of 25% of the lead month Big S&P Contracts price plus All quotes delayed a minimum of 15 minutes. of a RICs gross income must be derived from dividends, interest, payments with respect to certain securities loans, gains