Securities Registration (section 12(b)) (8-a12b)
27 October 2017 - 7:25AM
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
(Address of
principal executive offices)
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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 to be registered
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3.125% Senior Non Preferred Fixed Rate Notes due 2023
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New York Stock Exchange
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3.800% Senior Non Preferred Fixed Rate Notes due 2028
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Senior Non Preferred Floating Rate Notes due 2023
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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), 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), check the following box. ☐
Securities Act
registration statement file number to which this form relates:
333-207389
and 333-207389-01
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated
October 17, 2017 (the Prospectus Supplement) to a base prospectus dated April 3, 2017 (the Prospectus) 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.
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Description of Registrants Securities to be Registered
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The information
required by this item is incorporated herein by reference to the information contained in the sections captioned Description of Debt Securities on pages 36 through 61 of the Prospectus, and Description of the Notes on pages
S-17
through
S-23
of the Prospectus Supplement.
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4.1
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Second Ranking Debt Securities Indenture, between Banco Santander, S.A., as issuer and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of April 11, 2017 (incorporated herein by reference from
Exhibit 4.1 to the Form
6-K
filed with the Commission on April 11, 2017).
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4.2
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Second Supplemental Indenture to the Second Ranking Debt Securities Indenture between Banco Santander, S.A., as issuer, and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of October 23, 2017
(incorporated herein by reference from Exhibit 4.1 to the Form
6-K
filed with the Commission on October 23, 2017).
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4.3
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Form of Global Note for the 3.125% Senior Non Preferred Fixed Rate Notes due 2023 (incorporated herein by reference from Exhibit 4.2 to the Form
6-K
filed with the Commission on
October 23, 2017).
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4.4
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Form of Global Note for the 3.800% Senior Non Preferred Fixed Rate Notes due
2028 (incorporated herein by reference from Exhibit 4.3 to the Form
6-K
filed with the Commission on October 23,
2017).
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4.5
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Form of Global Note for the Senior Non Preferred Floating Rate Notes due 2023 (incorporated herein by reference from Exhibit 4.4 to the Form
6-K
filed with the Commission on October 23,
2017).
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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) on October 19, 2017).
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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 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:
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José Antonio Soler
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Title:
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Authorized Representative
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October 26, 2017
[Signature Page to Form 8-A]
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