0000905148-11-000583.txt : 20110304 0000905148-11-000583.hdr.sgml : 20110304 20110304144706 ACCESSION NUMBER: 0000905148-11-000583 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110301 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110304 DATE AS OF CHANGE: 20110304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTON FUTURES FUND LP (US) CENTRAL INDEX KEY: 0001198415 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53348 FILM NUMBER: 11664192 BUSINESS ADDRESS: STREET 1: 1202 BERGEN PARKWAY STREET 2: SUITE 212 CITY: EVERGREEN STATE: CO ZIP: 80439-9559 BUSINESS PHONE: 303 674 1328 8-K 1 efc11-205_8k.htm efc11-205_8k.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): March 1, 2011
 
WINTON FUTURES FUND, L.P. (US)
(Exact name of registrant as specified in its charter)

COLORADO
000-53348
84-1496732
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Identification No.)

c/o ALTEGRIS PORTFOLIO MANAGEMENT, INC.
1202 Bergen Parkway Suite 212
Evergreen, Colorado 80439
 
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (858) 459-7040
 
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:

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]
Soliciting material pursuant to Rule 14a-12 under the Securities 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 March 1, 2011, the Partnership sold limited partnership interests (“Interests”) to new and/or existing limited partners of Registrant in transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).  The aggregate consideration for Interests sold on March 1, 2011 was $ 19,092,188 in cash.*  The Interests were issued by the Partnership in reliance upon an exemption from registration under the Securities Act set forth in Section 4(2) of the Securities Act, as transactions not constituting a public offering of securities because the Interests were issued privately without general solicitation or advertising.  In connection with the sales of the Interests described above, upfront selling commissions of $79,570 were paid.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Date:  March 4, 2011
 
 
 
WINTON FUTURES FUND, L.P. (US)
  
       
  By:
ALTEGRIS PORTFOLIO MANAGEMENT, INC.
(d/b/a Altegris Funds), its general partner
  
       
 
By:
/s/ Richard G. Pfister  
    Name: Richard G. Pfister  
    Title:   Executive Vice President  
       

  
_____________________________
* The amounts provided for aggregate consideration and selling commissions are estimates.  Any material deviation from these amounts will be disclosed by amendment.