Form 8-A12B - Registration of securities [Section 12(b)]
06 December 2024 - 8:40AM
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
PG&E
Corporation
(Exact name of registrant as specified in its charter)
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California |
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94-3234914 |
(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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300 Lakeside Drive
Oakland, California |
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94612 |
(Address of principal executive offices) |
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(Zip Code) |
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 |
6.000% Series A Mandatory Convertible Preferred Stock |
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The New York Stock Exchange |
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:
333-277286
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
PG&E Corporation (the Registrant) is filing this Form 8-A in connection with
the registration of its 6.000% Series A Mandatory Convertible Preferred Stock, no par value per share, with a liquidation preference of $50.00 per share (the Preferred Stock), under the Securities Exchange Act of 1934, as
amended. Descriptions of the Preferred Stock are contained in a prospectus dated February 22, 2024, constituting part of the Registrants registration statement on Form S-3 (File No. 333-277286), relating to the Preferred Stock (the Prospectus), a preliminary supplement to the Prospectus dated December 2, 2024, as filed on December 2, 2024, and a final supplement
to the Prospectus dated December 2, 2024, as filed on December 3, 2024, each pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Prospectus Supplement). The descriptions of the Preferred Stock set
forth under the headings Description of Common Stock and Preferred Stock and Description of Mandatory Convertible Preferred Stock, respectively, in the Prospectus and Prospectus Supplement, are each incorporated herein by
reference and made part of this registration statement in their entirety.
Item 2. Exhibits.
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Exhibit Number |
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Description of Exhibit |
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3.1 |
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Conformed Version of Amended and Restated Articles of Incorporation of the Registrant, filed June
22, 2020, as amended by the Certificate of Amendment of Articles of Incorporation of the Registrant, filed May 24, 2022 (incorporated by reference to the Registrants Form 10-K dated December
31, 2022 (File No. 1-12609), Exhibit 3.1). |
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3.2 |
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Bylaws of the Registrant, Amended and Restated as of May
18, 2023 (incorporated by reference to the Registrants Form 8-K dated May 18, 2023 (File No. 1-12609), Exhibit 3.1). |
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3.3 |
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Certificate of Determination of 6.000% Series A Mandatory Convertible Preferred Stock of the Registrant, filed with the Secretary of State of the
State of California and effective as of December 5, 2024 (incorporated by reference to the Registrants Form 8-K dated December 2, 2024 (File
No. 1-12609), Exhibit 3.1). |
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4.1 |
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Form of Certificate for the 6.000% Series A Mandatory Convertible Preferred Stock of the Registrant (included within Exhibit 3.3). |
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, thereunto duly authorized.
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Date: December 5, 2024 |
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PG&E CORPORATION |
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By: |
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/s/ Carolyn J. Burke |
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Name: Carolyn J. Burke |
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Title: Executive Vice President and Chief Financial Officer |
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