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): December 13, 2019
CERES ORION L.P.
(Exact name of registrant as specified in its charter)
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(State or other
jurisdiction of incorporation) | (Commission File Number) | (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
(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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
N/A
| N/A
| N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
The Registrant, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner” and together with the Registrant, the “Continuing Parties”), and John Street Capital LLP (“John Street”) were each party to a management agreement dated February 1, 2019, pursuant to which John Street agreed to render and implement advisory services to the Registrant (the “Management Agreement”). The Continuing Parties, John Street and John Street Capital Limited (“JSCL”) have entered into a deed of novation effective December 13, 2019 (the “Novation Agreement”). The Novation Agreement transfers all rights and obligations of John Street under the Management Agreement to JSCL. In all other respects the Management Agreement remains unchanged and in full force and effect.
A copy of the Novation Agreement is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith.
Exhibit No.
| Description
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10.1
| Novation Agreement by and among the Registrant, the General Partner and JSCL.
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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 ORION L.P. |
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| | By: Ceres Managed Futures LLC, General Partner |
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| | By: | /s/ Patrick T. Egan
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| | | Patrick T. Egan |
| | | President and Director |
Date: December 18, 2019
