Securities Registration (section 12(b)) (8-a12b)
08 December 2020 - 10:06PM
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)
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 100 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030
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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), 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: 333-238243
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 November 30, 2020 (the Prospectus Supplement) to a base prospectus dated May 14, 2020 (the Prospectus) contained in the registration statement of the Registrant on Form F-3 ASR (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 Debt Securities of the Prospectus, and Description of the Notes of the Prospectus Supplement.
Item 2. Exhibits
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4.1
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Subordinated Debt Securities Indenture between Banco Santander, S.A., as Issuer and The Bank of New York Mellon, London Branch, as Trustee, dated as of December 3, 2020 (incorporated herein by reference from Exhibit 4.1 to the
Form 6-K filed with the Commission on December 3, 2020).
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4.2
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First Supplemental Indenture to the Subordinated Debt Securities Indenture among Banco Santander, S.A. as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as
Registrar, dated as of December 3, 2020 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on December 3, 2020).
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4.3
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Form of Global Note for the 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030 (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on
December 3, 2020).
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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 November 30, 2020).
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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.
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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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December 8, 2020
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