8-K 1 tide.txt SB TIDEWATER FUTURES FUND LP 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, 2010 TIDEWATER FUTURES FUND L.P. (Exact name of registrant as specified in its charter) New York 000-52604 13-3811113 -------------- ------------------ ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) c/o Ceres Managed Futures LLC 55 East 59th Street - 10th Floor New York, NY 10022 (Address and Zip Code of principal executive offices) Registrant's telephone number, including area code: (212) 559-2011 -------------- 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, 2010, the Fund issued 24.5600 Units in exchange for $50,000 in a transaction that was not registered under the Act. The Units were issued in reliance upon applicable exemptions from registration under Section 4(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. TIDEWATER FUTURES FUND L.P. By: Ceres Managed Futures LLC, General Partner By /s/ Jerry Pascucci --------------- Jerry Pascucci President and Director By /s/ Jennifer Magro ------------------------ Jennifer Magro Chief Financial Officer and Director Date: January 6, 2010 Ceres Managed Futures LLC 55 East 59th Street - 10th Floor New York, NY 10022 January 6, 2010 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Tidewater Futures Fund L.P. Current Report on Form 8-K Ladies and Gentlemen: On behalf of Tidewater 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) 559-5046. Very truly yours, /s/ Brian Centner ------------- Brian Centner