UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
Ohio | 31-0854434 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Fifth Third Center 38 Fountain Square Plaza, | 45263 | |
(Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b)7 of the Act:
Title of each class | Name of each exchange on which each class is to be registered | |
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A | The NASDAQ Stock Market LLC |
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), 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), check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-232335
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 securities to be registered hereby are the depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the 6.00%Non-Cumulative Perpetual Class B Preferred Stock, Series A of Fifth Third Bancorp (“Fifth Third”). The description of the Depository Shares contained in the prospectus forming part of Fifth Third’s Registration Statement on FormS-4 (FileNo. 333-232335) under thesub-heading “6.00%Non-Cumulative Perpetual Class B Preferred Stock, Series A” under the heading “Description of Fifth Third Capital Stock—Shares of the Fifth Third Class B Preferred Stock”, originally filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, on June 25, 2019, as amended is incorporated herein by reference.
Item 2. | Exhibits. |
SIGNATURE
Pursuant to the requirements 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.
Date: August 26, 2019 | FIFTH THIRD BANCORP (Registrant) | |||||
By: | /s/ Susan B. Zaunbrecher | |||||
Name: | Susan B. Zaunbrecher | |||||
Title: | Executive Vice President, Corporate Secretary and Chief Legal Officer |