Securities Registration (section 12(b)) (8-a12b)
May 04 2021 - 3:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Capital One Financial Corporation
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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54-1719854
(I.R.S. Employer
Identification No.)
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1680 Capital One Drive
McLean, Virginia 22102
(Address of principal executive offices)
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22102
(Zip Code)
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Securities to be registered pursuant to Section
12(b) of the Act:
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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Depositary Shares, Each Representing a 1/40th
Ownership Interest in a Share of Fixed Rate
Non-Cumulative Perpetual Preferred Stock, Series
L
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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) 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: 333-254191
(if applicable)
Securities to be registered
pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1
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Description of Registrant’s Securities to be Registered.
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The securities to be registered hereby are depositary
shares of Capital One Financial Corporation (the “Company”), each depositary share representing a 1/40th ownership
interest in a share of the Company’s Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L, par value $0.01 per share (the
“Preferred Stock”), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Preferred
Stock). The descriptions set forth under the sections “Description of Preferred Stock” and “Description of Depositary
Shares” in the prospectus supplement dated April 29, 2021, as filed with the Securities and Exchange Commission (the “Commission”)
on April 30, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus (the “Base Prospectus”)
included in the Company’s automatic shelf registration statement on Form S-3 (No. 333-254191), as filed with the Commission on March
12, 2021, and the descriptions set forth under the sections “Description of Preferred Stock” and “Description of Other
Securities” of the Base Prospectus are incorporated herein by reference.
The following exhibits are filed as a part of
this Registration Statement:
Exhibit
No.
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Description
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4.1
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Restated
Certificate of Incorporation of the Company (as restated May 1, 2020) (incorporated by reference to Exhibit 3.2 of the Company’s
Current Report on Form 8-K, filed on May 4, 2020)
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4.2
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Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed
on May 4, 2020)
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4.3
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Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series
L of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on May 4, 2021)
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4.4
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Deposit Agreement, between the Company, Computershare Trust Company, NA., as Depositary,
Computershare Inc. and the Holders from time to time of the Depositary Receipts described therein (incorporated by reference to Exhibit
4.1 of the Company’s Current Report on Form 8-K, filed on May 4, 2021)
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4.5
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Form of Depositary Receipt (included in Exhibit 4.4 hereto)
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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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CAPITAL ONE FINANCIAL CORPORATION
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Date: May 4, 2021
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By:
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/s/ Matthew W. Cooper
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Name:
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Matthew W. Cooper
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Title:
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General Counsel
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