Securities Registration (section 12(b)) (8-a12b)
June 07 2021 - 3:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
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
Banco
Santander, S.A.
(Exact name of registrant as specified in its charter)
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Kingdom of Spain
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None
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid)
Spain
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28660
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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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Series 10 4.750% Non-Step-Up
Non-Cumulative Contingent Convertible Perpetual Preferred
Tier 1 Securities
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New York Stock Exchange
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Series 11 4.125% Non-Step-Up
Non-Cumulative Contingent Convertible Perpetual Preferred
Tier 1 Securities
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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:
333-238243
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities
Act of 1933, the prospectus supplement dated May 6, 2021 (the Prospectus Supplement) to a base prospectus dated May 14, 2020 (the Prospectus) contained in the registration statement of the Registrant on Form F-3ASR (File No. 333-238243) filed with the Commission on May 14, 2020, relating to the securities to be registered hereunder. The Registrant incorporates by
reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1. Description of Registrants Securities to
be Registered
The information required by this item is incorporated herein by reference to the information contained in the
sections captioned Description of Contingent Convertible Capital Securities, Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities and Taxation of the
Prospectus, and Description of the Notes and Taxation of the Prospectus Supplement.
Item 2. Exhibits
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4.1
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Contingent Convertible Capital Securities Indenture between Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee, dated as of May 12, 2021 (incorporated herein by reference from Exhibit
4.1 to the Form 6-K filed with the Commission on May 12, 2021).
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4.2
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First Supplemental Indenture to the Contingent Convertible Capital Securities Indenture among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Paying and Conversion Agent, Calculation Agent
and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar, dated as of May 12, 2021 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with
the Commission on May 12, 2021).
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4.3
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Form of Global Note for the 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1
Securities (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on May 12, 2021).
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4.4
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Form of Global Note for the 4.125% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1
Securities (incorporated herein by reference from Exhibit 4.4 to the Form 6-K filed with the Commission on May 12, 2021).
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99.1
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Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrants filing under Rule 424(b) dated May 6, 2021).
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Banco Santander, S.A.
Issuer
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By:
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/s/ José Antonio Soler
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Name: José Antonio Soler
Title: Authorized Representative
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June 7, 2021
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