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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

PS Business Parks, Inc.

(Exact name of registrant as specified in its charter)


California		95-4300881
(State of incorporation or organization)		(IRS Employer Identification No.)

701 Western Avenue, Glendale, California		91201-2349
(Address of principal executive offices)		(Zip Code)

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

Depositary Shares Each Representing 1/1,000 of a Share of

5.25% Cumulative Preferred Stock, Series X, par value $.01 per share

New York Stock Exchange, Inc.

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:

333-202624 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of class)

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

A description of the Depositary Shares Each Representing 1/1,000 of a Share of 5.25% Cumulative Preferred Stock, Series X, par value $.01 per share, of PS Business Parks, Inc. is included on the cover page and under the section entitled “Description of Preferred Stock and Depositary Shares” beginning on page S-5 of the prospectus supplement dated September 12, 2017 to the prospectus dated March 9, 2015 (relating to the Registrant’s Registration Statement on Form S-3 (No. 333-202624) that was filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Prospectus Supplement”), which Prospectus Supplement shall be deemed to be incorporated herein by this reference.

Item 2. Exhibits.

The following exhibits are being filed with the copies of this Form 8-A Registration Statement filed with the New York Stock Exchange, Inc. and the Securities and Exchange Commission:

Exhibit 3.1 – Certificate of Determination for the 5.25% Cumulative Preferred Stock, Series X filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2017 and incorporated herein by reference.

Exhibit 4.1 – Deposit Agreement dated as of September 12, 2017 among PS Business Parks, Inc., American Stock Transfer & Trust Company, LLC, as depositary, and the holders of the depositary receipts issued thereunder, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 13, 2017 and incorporated herein by reference.

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, thereto duly authorized.