SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
UBS AG
(Exact Name of Registrant as Specified in Its Charter)
Switzerland | 90-0186363 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification no.) | |
Bahnhofstrasse 45, CH-8098 – Zurich, Switzerland Aeschenvorstadt 1, CH-4051 – Basel, Switzerland | N/A | |
(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 | |
ETRACS IFED Invest with the Fed TR Index ETN due September 15, 2061 ETRACS 2x Leveraged IFED Invest with the Fed TR Index ETN due September 15, 2061 ETRACS 2x Leveraged MSCI USA ESG Focus TR ETN due September 15, 2061 | NYSE Arca, Inc. NYSE Arca, Inc. NYSE Arca, Inc. |
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), please 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), please 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: 333-253432 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
This Registration Statement on Form 8-A/A amends and restates the Registration Statements on Form 8-A filed with the Securities and Exchange Commission by UBS AG on September 14, 2021, relating to three series of the Registrant’s Exchange Traded Access Securities (“ETRACS”), the ETRACS IFED Invest with the Fed TR Index ETN due September 15, 2061, ETRACS 2x Leveraged IFED Invest with the Fed TR Index ETN due September 15, 2061 and ETRACS 2x Leveraged MSCI US ESG Focus TR ETN due September 15, 2061 (collectively, the “Securities”), each of UBS AG, which is part of the Registrant’s Medium-Term Notes, Series B (the “Notes”) for the purpose of filing as Exhibit 4 hereto, a new Form of Note reflecting the following name change: the ETRACS 2x Leveraged MSCI US ESG Focus TR ETN due September 15, 2061 to ETRACS 2x Leveraged MSCI USA ESG Focus TR ETN due September 15, 2061.
Item 1. | Description of Registrant’s Securities to be Registered |
The Registrant filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (Registration Statement No. 333-253432) (the “Registration Statement”) containing a prospectus, dated February 24, 2021, relating to the Registrant’s Debt Securities and Warrants (the “Prospectus”). The Registration Statement was declared effective on February 24, 2021. On the date hereof, the Registrant intends to file with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, three prospectus supplements, each dated September 15, 2021 (as amended, the “Prospectus Supplements”) relating to three series of the Registrant’s ETRACS, entitled (a) ETRACS IFED Invest with the Fed TR Index ETN due September 15, 2061; (b) ETRACS 2x Leveraged IFED Invest with the Fed TR Index ETN due September 15, 2061; and (c) ETRACS 2x Leveraged MSCI USA ESG Focus TR ETN due September 15, 2061, each of which is part of the Registrant’s Medium-Term Notes, Series B. The Prospectus Supplements and the Prospectus are incorporated by reference to the extent set forth below.
The material set forth (i) under the headings “Description of Debt Securities We May Offer” on pages 13 to 32, “Considerations Relating to Indexed Securities” on pages 53 to 55, “U.S. Tax Considerations” on pages 58 to 68 and “Tax Considerations Under the Laws of Switzerland” on pages 69 to 70 in the Prospectus and (ii) in the respective Prospectus Supplements are each incorporated herein by reference, as applicable. The outstanding principal amount of the securities of each series registered hereby may be increased from time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a prospectus supplement relating to the additional securities will be filed with the Securities and Exchange Commission and will be incorporated herein by reference. The securities of each series registered hereby are, and any additional securities of such series registered hereby in the future will be, all part of a single series of the Registrant’s Medium-Term Notes, Series B, as described in the documents referenced above.
Item 2. | Exhibits. |
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement on Form 8-A:
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, thereto duly authorized.
UBS AG
(Registrant)
Dated: September 15, 2021 | ||||||
By: | /s/ Rishi Rajan | |||||
Name: | Rishi Rajan | |||||
Title: | Executive Director | |||||
By: | /s/ Timothy Geller | |||||
Name: | Timothy Geller | |||||
Title: | Executive Director |