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
WELLS FARGO & COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
41-0449260 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 420 Montgomery Street San Francisco, California |
94104 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Depositary Shares, each representing a 1/1,000th interest in a share of Non-Cumulative Perpetual Class A Preferred Stock, Series X of Wells Fargo & Company, no par value |
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), please check the following box: x
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), please check the following box: ¨
Securities Act registration statement file number to which this form relates:
333-195697
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered
The description of the Depositary Shares being registered hereby, including the Non-Cumulative Perpetual Class A Preferred Stock, Series X which is represented by the Depositary Shares, is set forth under (a) “Description of Preferred Stock” and “Description of Depositary Shares” in the Prospectus included in the Registration Statement on Form S-3 (No. 333-195697) of Wells Fargo & Company (the “Company”), as filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2014, and (b) “Description of the Series X Preferred Stock” and “Description of the Depositary Shares” in the final Prospectus Supplement dated June 8, 2016, as filed with the Commission on June 10, 2016, pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits
| 4.1 | Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (file no. 001-02979)). |
| 4.2 | Certificate of Designation of Wells Fargo & Company with respect to the Non-Cumulative Perpetual Class A Preferred Stock, Series X dated June 14, 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2016 (file no. 001-02979)). |
| 4.3 | Deposit Agreement, dated as of June 15, 2016, among Wells Fargo & Company, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2016 (file no. 001-02979)). |
| 4.4 | Form of Depositary Receipt (included as part of Exhibit 4.3). |
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.
| WELLS FARGO & COMPANY | ||||||
| DATED: June 15, 2016 | /s/ Barbara S. Brett | |||||
| Barbara S. Brett | ||||||
| Senior Vice President and Assistant Treasurer | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | Method of Filing | ||
| 4.1 | Restated Certificate of Incorporation | Incorporation by Reference | ||
| 4.2 | Certificate of Designation of Wells Fargo & Company with respect to the Non-Cumulative Perpetual Class A Preferred Stock, Series X dated June 14, 2016 | Incorporation by Reference | ||
| 4.3 | Deposit Agreement, dated as of June 15, 2016, among Wells Fargo & Company, Wells Fargo Bank, N.A., as depositary, and the holders from time to time of Depositary Receipts | Incorporation by Reference | ||
| 4.4 | Form of Depositary Receipt (included as part of Exhibit 4.3) | |||