8-K

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):September 21, 2017

  CERES ABINGDON L.P. (Exact name of registrant as specified in its charter)

       New York         (State or other jurisdiction of incorporation)     000-53210     (Commission File Number)       20-3845005 (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

     Managed Futures Premier Abingdon L.P.     

(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 (seeGeneral 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

The registrant’s name was changed from “Managed Futures Premier Abingdon L.P.” to “Ceres Abingdon L.P.” effective September 21, 2017.

The general partner of the registrant filed with the Secretary of the State of New York a Certificate of Amendment to the Certificate of Limited Partnership for the registrant noting the change in the name of the registrant on September 21, 2017.

The Amendment to the Certificate of Limited Partnership is filed herewith as Exhibit 3.1.

Item 9.01   Financial Statements and Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Limited Partnership of  Managed Futures Premier Abingdon L.P. dated September 21, 2017

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

Date:  September 27, 2017

EX-3.1

EXHIBIT 3.1

 

CERTIFICATE OF AMENDMENT
OF THE

CERTIFICATE OF LIMITED PARTNERSHIP
OF

Managed Futures Premier Abingdon L.P.

(Insert Name of Domestic Limited Partnership)

Under Section 121-202 of the Revised Limited Partnership Act

FIRST: The name of the limited partnership is:

Managed Futures Premier Abingdon L.P.

If the name of the limited partnership has been changed, the name under which it was formed is:

Citigroup Abingdon Futures Fund L.P.

SECOND: The date of filing of the certificate of limited partnership is:

11/08/2005

THIRD: The amendment effected by this certificate of amendment is as follows:

(The subject matter and full text of each amended paragraph must be stated.

FOR EXAMPLE, a certificate of amendment changing the name of the limited partnership would read as follows:

Paragraph FIRST of the Certificate of Limited Partnership relating to the name of the limited partnership is amended to read in its entirety as follows:

 FIRST: The name of the limited partnership is (….new name….).

Amendments regarding the admission or withdrawal of a general partner must include the date of the admission or withdrawal and the name and business or residence street address of such general partner.

Paragraph FIRST of the Certificate of Limited Partnership relating to the name of the limited partnership is amended to read in its entirety as follows:

FIRST: The name of the limited partnership is Ceres Abingdon L.P.

is hereby amended to read in its entirety as follows:

Paragraph ________ of the Certificate of Limited Partnership relating to is hereby amended to read in its entirety as follows:

By: Ceres Managed Futures LLC, General Partner

X /s/ Patrick T. Egan	Patrick T. Egan, Authorized Person
(Signature of General Partner)	(Type or Print Name)
X
(Signature of General Partner)	(Type or Print Name)

CERTIFICATE OF AMENDMENT
OF THE

CERTIFICATE OF LIMITED PARTNERSHIP
OF

Managed Futures Premier Abingdon L.P.

(Insert Name of Domestic Limited Partnership)

Under Section 121-202 of the Revised Limited Partnership Act

Filed by:	Patrick T. Egan
	Name
	Morgan Stanley
	Company, if Applicable
	522 Fifth Avenue
	Mailing Address
	New York, NY 10036
	City, State and Zip Code

NOTES:

1. The name of the limited partnership and the date of filing of its certificate of limited partnership must exactly match the records of the Department of State. This information should be verified on the Department of State’s website at www.dos.ny.gov.

2. This form was prepared by the New York State Department of State for filing a certificate of amendment of the certificate of limited partnership for a domestic limited partnership. It does not contain all optional provisions under the law. You are not required to use this form. The Department of State recommends that legal documents be prepared under the guidance of an attorney.

3. The certificate must be signed by at least one general partner and, if applicable, each other general partner designated in this certificate as a new general partner.

4. This certificate must be accompanied by a fee of $60 made payable to the Department of State.