UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to ~~TO SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~September~~December 51, 2017

CERES TACTICAL MACRO L.P.

(~~EXACT~~Exact ~~NAME~~name OFof ~~REGISTRANT~~registrant ASas ~~SPECIFIED~~specified INin ~~ITS~~its ~~CHARTER~~charter)

Delaware

000-54284

27-3371689

(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~~NY ~~York~~ 10036

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (855) 672-4468

Not Applicable

(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):

☐

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))

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 3.0102 ~~Entry~~UNREGISTERED ~~into~~SALES aOF ~~Material~~EQUITY ~~Definitive Agreement~~SECURITIES.

~~Escrow~~On ~~Agreement~~December 1, 2017, the registrant issued 729.305 units of limited partnership interest (“Units”) in exchange for $325,000 in a transaction that was not registered under the Securities Act. The Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Act and Section 506 of Regulation D promulgated there under.

Effective September 5, 2017, Ceres Managed Futures LLC (the “General Partner”), the general partner of Ceres Tactical Macro L.P. (the “Registrant”), acting on behalf of the Registrant, entered into an amended and restated Schedule A to the escrow agreement (the “Escrow Agreement”), dated August 17, 2017, by and among the General Partner, the funds set forth on Schedule A thereto, UMB Fund Services, Inc. (“UMBFS”), and UMB Bank, N.A. (“UMB Bank”), pursuant to which UMB Bank will act as the escrow agent in connection with certain subscriptions for and sales of units of limited partnership interest in the Registrant.

Transfer Agency Agreement

Effective September 5, 2017, the General Partner, acting on behalf of the Registrant, entered into an amended and restated Schedule A to the transfer agency agreement (the “Transfer Agency Agreement”), dated as of August 17, 2017, by and between the General Partner, the funds set forth on Schedule A thereto, and UMBFS, pursuant to which UMBFS will act as transfer agent in connection with the provision of certain transfer and dividend disbursement services to the Registrant.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report.

ExhibitNumber		Description
10.1		Escrow Agreement, dated August 17, 2017, by and among Ceres Managed Futures LLC, the funds listed on Schedule A thereto, UMB Fund Services, Inc., and UMB Bank, N.A., as amended, dated September 5, 2017.
10.2		Transfer Agency Agreement, dated as of August 17, 2017, by and between Ceres Managed Futures LLC, the funds listed on Schedule A thereto, and UMB Fund Services, Inc., as amended, dated September 5, 2017.

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 TACTICAL MACRO L.P. By: Ceres Managed Futures LLC, General Partner By: /s/ Patrick T. Egan Patrick T. Egan President and Director

Date: ~~September~~December 86, 2017

Filing Compare · Ceres Tactical Macro L.P.