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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Amendment #3

Under the Securities and Exchange Act of 1934

ProShares Trust
(Name of Issuer)
ProShares Ultra Consumer Goods
(Title of Class of Securities)
74347R768
(CUSIP Number)
January 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     This Schedule is filed pursuant to Rule 13d-1(b)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 
 

 

                     
CUSIP No.
  
74347R768 
  

 

           
1)   NAME OF REPORTING PERSON
Ameriprise Financial, Inc.

S.S. or I.R.S. Identification No. of Above Person
IRS No. 13-3180631
     
     
2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ*
     
3)   SEC USE ONLY
   
   
     
4)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5)   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8)   SHARED DISPOSITIVE POWER
     
    139
     
9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  139
     
10)   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  Not Applicable
     
11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.06%**
     
12)   TYPE OF REPORTING PERSON
   
  CO
*This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
**Data is as of January 31, 2011. As of December 31, 2010, 85,606 shares were deemed beneficially owned by the reporting person (representing 28.54% of the class), all of which were held with shared dispositive power and no voting power.

 

                     
CUSIP No.
  
74347R768 
  

 

           
1)   NAME OF REPORTING PERSON
Securities America Financial Corporation

S.S. or I.R.S. Identification No. of Above Person
IRS No. 47-0691275
     
     
2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ*
     
3)   SEC USE ONLY
   
   
     
4)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nebraska
       
  5)   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8)   SHARED DISPOSITIVE POWER
     
    139
     
9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  139
     
10)   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  Not Applicable
     
11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.06%**
     
12)   TYPE OF REPORTING PERSON
   
  CO
*This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
**Data is as of January 31, 2011. As of December 31, 2010, 85,606 shares were deemed beneficially owned by the reporting person (representing 28.54% of the class), all of which were held with shared dispositive power and no voting power.

 

                     
CUSIP No.
  
74347R768 
  

 

           
1)   NAME OF REPORTING PERSON
Securities America Advisors, Inc.

S.S. or I.R.S. Identification No. of Above Person
IRS No. 47-0648506
     
     
2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   þ*
     
3)   SEC USE ONLY
   
   
     
4)   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Nebraska
       
  5)   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6)   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7)   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8)   SHARED DISPOSITIVE POWER
     
    139
     
9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  139
     
10)   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  Not Applicable
     
11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.06%**
     
12)   TYPE OF REPORTING PERSON
   
  IA
*This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group.
**Data is as of January 31, 2011. As of December 31, 2010, 85,606 shares were deemed beneficially owned by the reporting person (representing 28.54% of the class), all of which were held with shared dispositive power and no voting power.

 

         
1(a)
  Name of Issuer:   ProShares Trust
 
1(b)
  Address of Issuer’s Principal Executive Offices:   7501 Wisconsin Ave., Suite 1000
Bethesda, Maryland 20814
 
2(a)
  Name of Person Filing:   (a) Ameriprise Financial, Inc. (“AFI”)
(b) Securities America Financial Corporation (“SAFC”)
(c) Securities America Advisors, Inc. (“SAA”)
2(b)
  Address of Principal Business Office:    
 
      c/o Ameriprise Financial, Inc.
145 Ameriprise Financial Center
Minneapolis, MN 55474
 
2(c)
  Citizenship:   (a) Delaware
(b) Nebraska
(c) Nebraska
 
2(d)
  Title of Class of Securities:    ProShares Ultra Consumer Goods
 
2(e)
  Cusip Number:    74347R768
 
3   Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):
 
 
       (a) Ameriprise Financial, Inc.    
 
    A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)

 

 

         
 
       (b) Securities America Financial Corporation    
 
    A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)
 
 
       (c) Securities America Advisors, Inc.    
 
    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
4   Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person.
 
    AFI, as the parent company of SAFC, and indirect parent of SAA, may be deemed to beneficially own the shares reported herein by SAFC and SAA. Accordingly, the shares reported herein by AFI include those shares separately reported herein by SAFC and SAA.
 
    SAFC, as the parent company of SAA, may be deemed to beneficially own the shares reported herein by SAA. Accordingly, the shares reported herein by SAFC include those shares separately reported herein by SAA.
 
    Each of the reporting persons herein disclaims beneficial ownership of any shares reported on this Schedule.
 
5
  Ownership of 5% or Less of a Class:    
 
    If this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
 
6   Ownership of more than 5% on Behalf of Another Person: Not Applicable
 
7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
 
       See Exhibit I    
 
8   Identification and Classification of Members of the Group:
 
 
       Not Applicable    
 
9
  Notice of Dissolution of Group:    

 

 

         
 
       Not Applicable    
 
10
  Certification:    
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
Dated: February 10, 2011
  Ameriprise Financial, Inc.
 		  
  By  /s/ Wade M. Voigt    
    Name:   Wade M. Voigt   
    Title:   Director — Fund Administration   
 
  Securities America Financial Corporation
 		  
  By:   /s/ Wade M. Voigt    
    Name:   Wade M. Voigt   
    Title:   Attorney-in-fact   
 
  Securities America Advisors, Inc.
 		  
  By:   /s/ Wade M. Voigt    
    Name:   Wade M. Voigt   
    Title:   Attorney-in-fact   
 
  Contact Information  
    Wade M. Voigt    
    Director — Fund Administration  
    Telephone: (612) 671-5682   
     

 

 

         
Exhibit Index
     
Exhibit I
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
 
    
Exhibit II
  Joint Filing Agreement and Power of Attorney