Form 8-A12B

 

 

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 W 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 W 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 W Preferred Stock” and “Description of the Depositary Shares” in the final Prospectus Supplement dated January 19, 2016, as filed with the Commission on January 21, 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 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 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 W dated January 28, 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 29, 2016 (file no. 001-02979)).

 

4.3 Deposit Agreement, dated as of January 29, 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 January 29, 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: January 29, 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 W dated January 28, 2016    Incorporation by Reference
4.3    Deposit Agreement, dated as of January 29, 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)