SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or Section 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2012
Registrant's telephone number, including area code: 203-625-8211
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):
Item 3.02 Unregistered Sales of Equity Securities.
On May 1, 2012, Registrant sold limited partnership interests in Registrant ("Interests") to existing and new limited partners of Registrant in transactions that were not registered under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate consideration for Interests sold on May 1, 2012 was $3,427,766 in cash. The Interests were issued by Registrant in reliance upon an exemption from registration under the Securities Act set forth in Section 4(2) of the Securities Act, as transactions not constituting a public offering of securities because the Interests were issued privately without general solicitation or advertising. In connection with the sales of the Interests described above, there were no underwriting discounts or commissions.
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.
Date: May 2, 2012
Millburn Ridgefield Corporation,
General Partner of
Chief Financial and Operating Officer