Blueprint
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
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 13, 2018
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Teucrium
Commodity Trust
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(Exact name of registrant as
specified in its charter)
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Delaware
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001-34765
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61-1604355
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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c/o Teucrium
Trading, LLC
115 Christina
Landing Drive
Unit
2004
Wilmington, DE
19801
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(Address of principal executive
offices) (Zip Code)
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Registrant’s telephone
number, including area code: (302)
543-5977
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N/A
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(Former name or former address, if
changed since last report)
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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
communication 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-4c))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 13, 2018, Barbara
Riker resigned as the Chief Financial Officer, Chief Accounting
Officer, and Chief Compliance Officer of Teucrium Trading, LLC
(“Teucrium” or the “Sponsor”), Sponsor of
the Teucrium Corn Fund (“CORN”), the Teucrium Sugar
Fund (“CANE”), the Teucrium Soybean Fund
(“SOYB”), the Teucrium Wheat Fund (“WEAT”),
and the Teucrium Agricultural Fund (“TAGS”)
(collectively, the “Funds”), each a series of the
Teucrium Commodity Trust (the
“Registrant”).
Effective September 17, 2018, Corey
Mullen-Rusin has been appointed Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer of Teucrium. As
Chief Financial Officer, Chief Accounting Officer and Chief
Compliance Officer, Ms. Mullen-Rusin is responsible for the
financial management, compliance and reporting of Teucrium and is
in charge of its books of account and accounting records, and its
accounting procedures, and performs such additional executive,
supervisory and management functions as required. Ms. Mullen-Rusin
has custody of and is responsible for all funds and securities of
Teucrium, keeps full and accurate accounts of receipts and
disbursements in books belonging to Teucrium and deposits all
monies and other valuable effects in the name and to the credit of
Teucrium. She disburses the funds of Teucrium as required, takes
proper vouchers for such disbursements, and renders, as required,
an account of all her transactions as Chief Financial Officer,
Chief Accounting Officer and Chief Compliance Officer and of the
financial condition of Teucrium. As Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer, Ms. Mullen-Rusin
may execute in the company name all appropriate deeds, mortgages,
bonds, contracts, instruments, regulatory filings and other
agreements in the name and on behalf of Teucrium, except in cases
where such execution has been expressly delegated to some other
officer or agent of Teucrium. As Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer, Ms. Mullen-Rusin
performs all other duties and enjoys all other powers which are
commonly incident to the officer of Chief Financial Officer, Chief
Accounting Officer and Chief Compliance Officer of a
corporation.
On September 17, 2018, Sal
Gilbertie replaced Dale Riker as Chief Executive Officer and
Secretary.
As Chief Executive Officer Mr.
Gilbertie is responsible for the overall strategic direction of
Teucrium, has general and active management and control of the
business and affairs of Teucrium, is responsible for directing,
administering and coordinating the business operations of Teucrium,
has general supervision over its officers and agents and performs
such additional executive, supervisory and management functions and
duties as required from time to time. As Secretary, Mr. Gilbertie
is custodian of Teucrium’s limited liability company records
and performs such other duties as required. Mr. Gilbertie continues
to serve as the Chief Investment Officer and President and
continues to be primarily responsible for new investment product
development.
Teucrium would like to thank Mr.
and Mrs. Riker for the time, effort and positive contributions that
they have provided to the company over the last eight
years.
Steve Kahler, formerly the Chief
Operating Officer of Teucrium, has agreed to resume his role as
Chief Operating Officer of Teucrium subject to a majority vote of
the Class A Members of Teucrium. As Chief Operating Officer, Mr.
Kahler will be primarily responsible for the trade operations,
trade execution, and portfolio activities (“Trade
Operations”) with respect to the Funds.
As of the date of this Current
Report on Form 8-K, no new compensatory arrangements have been
entered into with respect to Mr. Gilbertie’s appointment as
Chief Executive Officer and Secretary of
Teucrium.
With respect to each of Mr.
Gilbertie’s appointment as Chief Executive Officer of
Teucrium, Ms. Mullen-Rusin’s appointment as Chief Financial
Officer, Chief Accounting Officer and Chief Compliance Officer of
Teucrium, and Mr. Kahler’s pending appointment as Chief
Operating Officer of Teucrium, each officer will be paid an annual
salary. Such compensation has been and will be allocated among the
Funds based on size, volume and complexity thereof and the actual
amounts allocated to each Fund may vary over time, as the relative
size, volume and complexity of the Funds
varies.
There are no family relationships
between any of Mr. Gilbertie, Ms. Mullen-Rusin or Mr. Kahler and
any of Teucrium’s members or executive officers or any person
nominated or chosen to become an executive officer, and there are
no transactions in which any of Mr. Gilbertie, Ms. Mullen-Rusin or
Mr. Kahler has an interest requiring disclosure under Item 404(a)
of Regulation S-K.
Biographical information for Mr.
Gilbertie, Ms. Mullen-Rusin and Mr. Kahler is as
follows:
Sal Gilbertie has been the
President of the Sponsor since its inception, its Chief Investment
Officer since September 2011, and its Chief Executive Officer and
Secretary since September 17, 2018, was approved by the National
Futures Association (“NFA”) as a principal of the
Sponsor on September 23, 2009 and was registered as an associated
person of the Sponsor on November 10, 2009. He maintains his main
business office at 65 Adams Road, Easton, Connecticut 06612.
Effective July 16, 2012, Mr. Gilbertie was registered with the NFA
as the Branch Manager for this location. Since October 18, 2010,
Mr. Gilbertie has been an associated person of Foreside Fund
Services, LLC (the “Distributor”) under the terms of
the Securities Activities and Services Agreement
(“SASA”) between the Sponsor and the Distributor.
Additional information regarding the SASA can be found in the
section of each Fund’s prospectus entitled “Plan of
Distribution.” From October 2005 until December 2009, Mr.
Gilbertie was employed by Newedge USA, LLC, a futures commission
merchant (“FCM”) and broker-dealer registered
with the Commodity Futures Trading Commission and the Securities
and Exchange Commission, where he headed the Renewable Fuels/Energy
Derivatives OTC Execution Desk and was an active futures contract
and over-the-counter derivatives trader and market
maker in multiple classes of commodities. (Between January 2008 and
October 2008, he also held a comparable position with Newedge
Financial, Inc., an FCM and an affiliate of Newedge USA, LLC.) From
October 1998 until October 2005, Mr. Gilbertie was principal and
co-founder of Cambial Asset Management, LLC, an adviser to two
private funds that focused on equity options, and Cambial Financing
Dynamics, a private boutique investment bank. While at Cambial
Asset Management, LLC and Cambial Financing Dynamics, Mr. Gilbertie
served as principal and managed the day-to-day
activities of the business and the portfolio of both companies. Mr.
Gilbertie is 58 years old.
Corey Mullen-Rusin, Chief Financial
Officer, Chief Accounting Officer and Chief Compliance Officer,
began working for the Sponsor on August 16, 2011. She became
the Chief Financial Officer, Chief Accounting Officer and Chief
Compliance Officer on September 17, 2018 and has primary
responsibility for the financial management, compliance and
reporting of the Sponsor and is in charge of its books of account
and accounting records, and its accounting procedures. She
maintains her main business office at 115 Christina Landing Drive
Unit 2004, Wilmington, DE 19801. Ms. Mullen-Rusin worked directly
with the former CFO at Teucrium for the past seven years. She was
responsible for all aspects of financial planning, financial
operations, and financial reporting for the Registrant and the
Sponsor. Additionally, Ms. Mullen-Rusin assisted in developing,
instituting, and monitoring the effectiveness of processes and
procedures to comply with all regulatory agency requirements. Ms.
Mullen-Rusin graduated from Boston College with a Bachelor of Arts
and Science in Communications in 2009, where she was a four-year
scholarship player on the NCAA Division I Women’s Basketball
team. In 2017, she earned a Master of Business Administration
from Nichols College. Ms. Mullen-Rusin is 31 years
old.
Steve Kahler, Chief Operating
Officer, worked for the Sponsor from November 2011 through
September 6, 2018 as Managing Director in the trading division and
as Chief Operating Officer from May 24, 2012 through September 6,
2018. He will officially resume his role as Chief Operating Officer
subject to a majority vote of the Class A Members and will have
primary responsibility for the Trade Operations for the Teucrium
Funds. He maintains his main business office at 13520 Excelsior
Blvd., Minnetonka, MN 55345. Since January 18, 2012, Mr. Kahler has
been an associated person of the Distributor under the terms of the
SASA between the Sponsor and the Distributor. Additional
information regarding the SASA can be found in the section of each
Fund's prospectus entitled “Plan of Distribution.” Mr.
Kahler previously worked for Cargill Inc., an international
producer and marketer of food, agricultural, financial and
industrial products and services, from April 2006 until November
2011 in the Energy Division as Senior Petroleum Trader. In October
2006, and while employed at Cargill Inc., Mr. Kahler was approved
as an Associated Person of Cargill Commodity Services Inc., a
commodity trading affiliate of Cargill Inc., from September 13,
2006 to November 9, 2011. Mr. Kahler graduated from the University
of Minnesota with a Bachelors of Agricultural Business
Administration in 1992 and is 51 years old.
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.
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Teucrium Commodity
Trust
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By:
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Teucrium Trading, LLC, its
sponsor
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Date: September 19,
2018
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By:
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/s/ Sal
Gilbertie
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Name: Sal
Gilbertie
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Title: Chief Executive
Officer
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