Securities Registration (section 12(b)) (8-a12b)
January 15 2021 - 3:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Gladstone
Land Corporation
(Exact name of registrant as specified in its charter)
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Maryland
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54-1892552
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1521 Westbranch Drive, Suite 100
McLean, Virginia
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22102
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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5.00% Series D Cumulative Term Preferred Stock,
par value $0.001 per share
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The Nasdaq Stock Market, LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box: ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-236943
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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This registration statement relates to the registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, of the
5.00% Series D Cumulative Term Preferred Stock, Liquidation Preference $25.00 per Share (the Series D Term Preferred Stock), of Gladstone Land Corporation, a Maryland corporation (the Registrant). The description of the
Series D Term Preferred Stock is set forth under the captions The Offering, and Description
of the Series D Preferred Stock in the Registrants prospectus supplement, dated January
12, 2021 (the Prospectus Supplement), and under the caption Description of Capital StockPreferred Stock in the
Registrants base prospectus, dated April 1, 2020 (the Base Prospectus), relating to a registration statement on
Form S-3 (File No. 333-236943), that was filed with the U.S. Securities and Exchange Commission on March 6, 2020. The description of the Series
D Term Preferred Stock set forth in the Prospectus Supplement and the Base Prospectus shall be deemed to be incorporated herein by reference.
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Exhibit
No.
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Description
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3.1
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Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No.
2 to the Registration Statement on Form S-11 (File No. 333-183965), filed November 2, 2012.
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3.2
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Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No.
3 the Registration Statement on Form S-11 (File No. 333-183965), filed November 15, 2012.
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3.3
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Articles of Amendment of the Registrant, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File
No. 001-35795), filed on July 12, 2017.
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3.4
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Articles Supplementary for 5.00% Series D Cumulative Term Preferred Stock, incorporated by reference to Exhibit
3.1 to the Current Report on Form 8-K (File No. 001-35795), filed on January 14, 2021.
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4.1
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Form of Certificate for 5.00% Series D Cumulative Term Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35795), filed on January 14, 2021.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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GLADSTONE LAND CORPORATION
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January 15, 2021
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By:
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/s/ Lewis Parrish
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Lewis Parrish
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Chief Financial Officer
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