Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2020

Commission File Number: 001-12518

BANCO SANTANDER, S.A.

Ciudad Grupo Santander

28660 Boadilla del Monte

Madrid

Spain

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

In connection with the issuance by Banco Santander, S.A. of $1,500,000,000 aggregate principal amount of 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030, Banco Santander, S.A. is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File No. 333-238243):

Exhibit List


Exhibit No.		Description

1.1		Underwriting Agreement dated November 30, 2020

4.1		Subordinated Debt Securities Indenture between Banco Santander, S.A., as Issuer and The Bank of New York Mellon, London Branch, as Trustee, dated as of December 3, 2020

4.2		First Supplemental Indenture to the Subordinated Debt Securities Indenture among Banco Santander, S.A. as Issuer, The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar, dated as of December 3, 2020

4.3		Form of Global Note for the 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030 (included in Exhibit A of the First Supplemental Indenture (Exhibit 4.2 to this filing))

5.1		Opinion of Uría Menéndez

5.2		Opinion of Davis Polk & Wardwell LLP

23.1		Consent of Uría Menéndez (included in Exhibit 5.1 to this filing)

23.2		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2 to this filing)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.