0000861441-11-000004.txt : 20110307 0000861441-11-000004.hdr.sgml : 20110307 20110307132318 ACCESSION NUMBER: 0000861441-11-000004 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: 20110307 DATE AS OF CHANGE: 20110307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUTURES PORTFOLIO FUND L.P. CENTRAL INDEX KEY: 0000861441 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 521627106 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50728 FILM NUMBER: 11667717 BUSINESS ADDRESS: STREET 1: C/O STEBEN & COMPANY, INC. STREET 2: 2099 GAITHER RD #200 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 240-631-9808 MAIL ADDRESS: STREET 1: C/O STEBEN & COMPANY, INC. STREET 2: 2099 GAITHER RD #200 CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: FUTURES PORTFOLIO FUND LP DATE OF NAME CHANGE: 19920929 8-K 1 fpf201103.htm 20110301 UNITED STATES

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


FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Maryland 000-50728 52-1627106
(State of Incorporation) (Commission File No.) ( IRS Employer Identification No.)

c/o Steben & Company, Inc.
2099 Gaither Road, Suite 200
Rockville, Maryland 20850
(Address of Principal Executive Office)(zip code)


(240) 631-9808
Registrant telephone number, including area code:


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 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 March 1, 2011, Futures Portfolio Fund, Limited Partnership (the "Fund ”) sold Class A and Class B limited partnership interests (“Units”) 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 Class A Units sold on March 1, 2011 was $17,750,434.18 in cash. The aggregate consideration for Class B Units sold on March 1, 2011 was $13,762,466.32 in cash. The Units were issued by the Fund 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 Units were issued privately pursuant to Rule 506 of SEC Regulation D without general solicitation or advertising.  


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 thereunto duly authorized.




  Futures Portfolio Fund, Limited Partnership
By: Steben & Company , Inc.
General Partner
Date: March 7, 2011 By:
 
 /s/ Kenneth E. Steben                                  
      Kenneth E. Steben
    President of the General Partner