Securities Registration (section 12(b)) (8-a12b)
March 11 2019 - 3:09PM
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ARLINGTON
ASSET INVESTMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Virginia
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54-1873198
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1001 Nineteenth Street North
Arlington, VA
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22209
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(Address of Principal Executive Offices of Registrant)
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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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8.250% Series C
Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock
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New York Stock Exchange
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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), please 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), please check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-215384
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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The descriptions of the general terms and provisions of the 8.250% Series C
Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock of Arlington Asset Investment Corp. (the Registrant), to be registered hereby, contained under
the heading Description of the Series C Preferred Stock in the Registrants Prospectus Supplement, dated March 5, 2019, to the Prospectus contained in the Registration Statement and filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, are incorporated by reference herein.
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Exhibit
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Description
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3.1
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Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form
10-Q
filed on November 9, 2009).
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3.2
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Articles of Amendment to the Amended and Restated Articles of Incorporation designating the shares of 7.00% Series B Cumulative Perpetual Redeemable
Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form
8-A
filed on May 9, 2017).
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3.3
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Articles of Amendment to the Amended and Restated Articles of Incorporation designating the shares of 8.250% Series C
Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share.*
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3.4
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Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed on July 28, 2011).
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3.5
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Amendment No.
1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed on February 4, 2015).
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3.6
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Amendment No.
2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed on October 26, 2016).
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3.7
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Amendment No.
3 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed on January 17, 2019).
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4.1
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Form of specimen certificate representing the shares of 8.250% Series C
Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock.*
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SIGNATURES
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.
Dated: March 11, 2019
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ARLINGTON ASSET INVESTMENT CORP.
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By:
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/s/ Richard E. Konzmann
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Name:
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Richard E. Konzmann
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Title:
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Executive Vice President, Chief Financial Officer and Treasurer
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