Securities Registration (section 12(b)) (8-a12b)
April 21 2017 - 1:41PM
Edgar (US Regulatory)
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)
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Kingdom of Spain
(State of incorporation
or organization)
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None
(I.R.S. Employer
Identification No.)
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Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid)
Spain
(Address of principal executive offices)
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Title of each class to be so registered
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Name of each exchange on which each class is to to
be registered
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3.500% Second Ranking Senior Notes due 2022
4.250% Second Ranking Senior Notes due 2027
Second Ranking Senior Floating Rate Notes due 2022
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New York Stock Exchange
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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. :
x
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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.
o
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Securities Act registration statement file number to which this form relates: 333-207389 and 333-207389-01
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Securities to be registered pursuant to Section 12(g) of the Act: None.
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INFORMATION REQUIRED IN REGISTRATION
STATEMENT
The Registrant has filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated April 4, 2017 (the “Prospectus
Supplement”) to a base prospectus dated April 3, 2017 (the “Prospectus”) 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”
on pages 36 through 61 of the Prospectus, and “Description of the Notes” on pages S-17 through S-22 of the Prospectus
Supplement.
Item 2.
Exhibits
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4.1
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Second Ranking Debt Securities Indenture, between
Banco Santander, S.A., as issuer and The Bank of New York Mellon, acting through its London Branch, as trustee, dated
as of April 11, 2017 (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on April
11, 2017).
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4.2
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First Supplemental Indenture to the Subordinated
Debt Securities Indenture between Banco Santander, S.A., as issuer, and The Bank of New York Mellon, acting through its London
Branch, as trustee, dated as of April 11, 2017 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with
the Commission on April 11, 2017).
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4.3
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Form of Global Note for the 3.500% Second Ranking
Senior Debt Securities due 2022 (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission
on April 11, 2017).
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4.4
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Form of Global Note for the 4.250% Second Ranking
Senior Debt Securities due 2027 (incorporated herein by reference from Exhibit 4.4 to the Form 6-K filed with
the Commission on April 11, 2017).
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4.5
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Form of Global Note for the Second Ranking Senior Floating Rate
Notes due 2022 (incorporated herein by reference from Exhibit 4.5 to the Form 6-K filed with
the Commission on April 11, 2017).
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99.1
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Prospectus and the Prospectus
Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filing under Rule 424(b) on
April 6, 2017).
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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.
Issuer
By:
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/s/ José Antonio Soler
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Name: José Antonio Soler
Title: Authorized
Representative
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April 21, 2017
[Signature
Page to Form 8-A]
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