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WFC Wells Fargo & Co.

Filed: 27 Jan 20, 10:28am

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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

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:   
     Name of Each Exchange on Which
Title of Each Class to be so Registered    Each Class is to be Registered

Depositary Shares, each representing a 1/1,000thinterest in

a share ofNon-Cumulative Perpetual Class A Preferred Stock,

Series Z 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) 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, please check the following box:  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:333-216234

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 theNon-Cumulative Perpetual Class A Preferred Stock, Series Z which is represented by the Depositary Shares, is set forth under (a) “Description of Preferred Stock” and “Description of Depositary Shares” in the Prospectus of Wells Fargo & Company (the “Company”), as filed with the Securities and Exchange Commission (the “Commission”) on March 14, 2019 (Registration StatementNo. 333-216234), and (b) “Description of the Series Z Preferred Stock” and “Description of the Depositary Shares” in the final Prospectus Supplement dated January 15, 2020, as filed with the Commission on January 17, 2020, 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

 

Exhibit No.

 

Description

4.1 Restated Certificate of Incorporation of Wells Fargo & Company (incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form10-Q for the quarter ended March 31, 2019 filed on May 3, 2019 (file no.001-02979)).
4.2 Certificate of Designation of Wells Fargo & Company with respect to theNon-Cumulative Perpetual Class A Preferred Stock, Series Z dated January 24, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form8-K filed on January 27, 2020 (file no.001-02979)).
4.3 Deposit Agreement, dated as of January 27, 2020, among Wells Fargo & Company, Equiniti Trust Company, 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 Form8-K filed on January 27, 2020 (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 27, 2020   

/s/ Le Roy Davis

 
   Le Roy Davis 
   Senior Vice President and Assistant Treasurer