Unassociated Document
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) July 6,
2009
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UNITED
STATES NATURAL
GAS
FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33096
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20-5576760
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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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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
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(Address
of principal executive offices)
(Zip
Code)
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Registrant's
telephone number, including area code
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(510)
522-3336
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Not
Applicable
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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):
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Written
communication 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-4c))
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Units of
the United States Natural Gas Fund, LP (“UNG”) are offered on a continuous basis
under Rule 415 of the Securities Act of 1933, and when all registered units have
been sold, additional units are registered in subsequent registration
statements. At this time, UNG only has 32,100,000 units registered with the SEC
that are available for purchase by its Authorized Purchasers. On June 5, 2009,
UNG submitted a registration statement to the Securities and Exchange Commission
(“SEC”) to register an additional 1,000,000,000 units. This registration
statement is currently subject to review and comment by the SEC, the Financial
Regulatory Industry Association (“FINRA”) and the National Futures Association
(“NFA”).
As stated in its current prospectus,
UNG creates and redeems units in blocks of 100,000 units called Creation Baskets
and Redemption Baskets, respectively. Only Authorized Purchasers may purchase or
redeem Creation Baskets or Redemption Baskets. If UNG issues all of its
currently remaining registered units, UNG management
would have to suspend the ability of the Authorized Purchasers
to purchase new creation baskets until such time as the
registration statement for the additional units has been declared effective
by the SEC, and FINRA and NFA have determined that their comments, if any, on
UNG’s prospectus/disclosure document have been adequately addressed. The ability
of Authorized Purchasers to redeem baskets of units in such a situation would
remain unaffected.
In the
event that there was a short-term disruption in the ability of Authorized
Purchasers to purchase additional Creation Baskets, management
believes that Authorized Purchasers and other groups that make a market in units
of UNG would still continue to actively trade the units. However, management
believes that in such a situation, Authorized Purchasers and other market makers
may seek to adjust the market they make in the units. Specifically, these market
participants may increase the spread between the prices that they
quote for offers to buy and sell units to allow them to adjust to the potential
uncertainty as to when they might be able to purchase additional
Creation Baskets of units. In addition, Authorized Purchasers may be
less willing to offer to quote offers to buy or sell units in
large numbers. The potential impact of either wider spreads between
bid and offer prices, or reduced number of units on which
quotes may be available, could increase the trading costs to
investors in UNG compared to the quotes and the number of units on
which bids and offers are made if the Authorized Purchasers were to
still be able to freely create new baskets of units. Management believes
that any potential impact to the market in units of UNG that could occur from
the Authorized Purchasers’ inability to create new baskets would not extend
beyond the time when additional units would be registered and available for
distribution.
Any
forward-looking statements in this current report are based on expectations of
UNG management at this time. Whether or not actual results and developments will
conform to management’s expectations and predictions, however, is subject to a
number of risks and uncertainties, including the special considerations
discussed in UNG’s prospectus, general economic, market and business conditions,
changes in laws or regulations or other actions made by governmental authorities
or regulatory bodies, and other world economic and political developments. UNG
undertakes no duty to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
For
further information, please call:
United
States Commodity Funds LLC
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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UNITED
STATES NATURAL GAS FUND, LP
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By:
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United
States Commodity Funds LLC, its general partner
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Date:
July 6, 2009
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By:
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/s/
Howard Mah
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Title: Chief
Financial Officer
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