Securities Registration (section 12(b)) (8-a12b)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

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

Banco Santander, S.A.

(Exact name of registrant as specified in its charter)


Kingdom of Spain		None
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid)

Spain

(Address of principal executive offices)

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

Series 100 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030

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), 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), check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-238243

Securities to be registered pursuant to Section 12(g) of the Act: None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated November 30, 2020 (the “Prospectus Supplement”) to a base prospectus dated May 14, 2020 (the “Prospectus”) contained in the registration statement of the Registrant on Form F-3 ASR (File No. 333- 238243) filed with the Commission on May 14, 2020, relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1. Description of Registrant’s Securities to be Registered

The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” of the Prospectus, and “Description of the Notes” of the Prospectus Supplement.

Item 2. Exhibits


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 (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on 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 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on December 3, 2020).

4.3		Form of Global Note for the 2.749% Tier 2 Subordinated Fixed Rate Notes due 2030 (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on December 3, 2020).

99.1		Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filing under Rule 424(b) on November 30, 2020).

SIGNATURE

Pursuant to the requirements of Section 12 the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on behalf by the undersigned, thereto duly authorized.

Banco Santander, S.A.