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): November 122, 2013

FactorShares 2X: S&P500 Bull/USD Bear
(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

80-0561313

(IRS Employer ID Number)

c/o Factor Capital Management, LLC
25 DeForest Avenue, Suite 203

Summit, NJ 07901
(Address of Principal Executive Offices)

07901
(Zip Code)

001-35089

(Commission File Number)

(908) 897-0510

(Registrant’s 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 registrants under any of the following provisions (see General 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))

Item 5.01. Changes in Control of Registrant.

OnThe transaction disclosed on Form 8-K filed on November 16, 2013, regarding GENCAP Ventures, LLC, Factor Advisors, LLC and Factor Capital Management, LLC, the Managing Owner of FactorShares 2X: S&PP500 ~~500~~ Bull/USD Bear (the “Fund”), ~~entered~~entering into a definitive Purchase and Sale Agreement with ~~Exchange Traded Managers Group,~~ ~~LLC, a New Jersey limited liability company, pursuant to which~~ Exchange Traded Managers Group, LLC ~~will become the sole member and owner of Factor Advisors~~, ~~LLC,~~closed ~~subject~~on toNovember ~~the satisfaction of certain conditions. Factor Advisors~~22, ~~LLC currently is the sole member and owner of Factor Capital Management~~2013, ~~LLC.~~constituting ~~Factor Capital Management, LLC has exclusive power and authority to manage the business and affairs of the Fund. Consequently, upon its consummation, this transaction will constitute~~ a change inof control of the Fund.

As a result of this transaction, Exchange Traded Managers Group, LLC is ~~acquiring~~ the sole member and owner of Factor Advisors, LLC; ~~from~~Samuel ~~Esposito~~Masucci, ~~Private~~III ~~Equity~~will ~~Group, L.P.~~continue into ~~consideration~~serve ofas ~~rights~~a tomember of ~~participate~~the inBoard ~~certain~~of ~~future~~Managers ~~revenues~~as ofwell ~~GENCAP~~as ~~Ventures,~~Chairman ~~LLC,~~and ~~Factor~~Principal ~~Advisors,~~Executive ~~LLC~~Officer ~~and~~of Factor Capital Management, LLC ~~including the management fee paid by the Fund to the Managing Owner~~.

At the closing of the transaction, Samuel Masucci, III will continue to serve as a member of the Board of Managers as well as Chairman and Principal Executive Officer of Factor Capital Management, LLC.

The transaction is expected to close on or before November 25, 2013.

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.

FactorShares 2X: S&P500 Bull/USD Bear

By: Factor Capital Management, LLC,
its Managing Owner

By: /s/ Samuel Masucci, III Name: Samuel Masucci, III Title: Chairman and Principal Executive Officer

Date: November 622, 2013

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