ML Winton FuturesAccess: Item 3.02. Unregistered Sales Of Equity Securities

The following excerpt is from the company's SEC filing.

Units are privately offered and sold to “accredited investors” (as defined in Rule 501(a) under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 thereunder.  The selling agent of the Units was Merrill Lynch Pierce Fenner & Smith Incorporated (“MLPF&S”).

CLASS A

Subscription

Amount

June 12, 2015

620,165

319,311

CLASS C

9,229,000

5,263,488

CLASS D

CLASS I

249,750

124,359

CLASS DI

CLASS DT

CLASS M

2,636,000

2,245,3 15

CLASS F

CLASS F1

CLASS G

Class A Units are subject to upfront sales commissions paid to MLPF&S ranging from 1.0% to 2.5% of an investor’s gross subscription amount. Class D Units and Class I Units are subject to upfront sales commissions paid to MLPF&S up to 2.5% of an investor’s gross subscription amount. Class F Units and Class G Units are subject to upfront sales commissions paid to MLPF&S up to 0.5% of an investor’s gross subscription amount. Sales commissions are directly deducted from subscription amounts.  Class C Units, Class DT Units, Class F-1 Units, Class M Units and Class DI Units are not subject to upfront sales commissions.

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.

ML WINTON FUTURESACCESS LLC

By: Merrill Lynch Alternative Investments LLC, its Sponsor

/s/ BARBRA E. KOCSIS

Name: Barbra E. Kocsis

Position: Chief Financial Officer

Date:  June 17, 2015

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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Other recent filings from the company include the following:

Amendments to Articles of Incorporation or - Sept. 8, 2017

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