Securities Registration (section 12(b)) (8-a12b)
June 02 2020 - 4:47PM
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
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None
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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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:
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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 be registered
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Series 92 2.746% Senior Non Preferred Fixed Rate Notes due 2025
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New York Stock Exchange
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Series 93 3.490% Senior Non Preferred Fixed Rate Notes due 2030
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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. ☒
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 Commission pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated
May 20, 2020 (the Prospectus Supplement) to a base prospectus dated May 14, 2020 (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 Registrants 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 38 through 63 of the Prospectus, and Description of the Notes on pages S-17 through S-23 of the
Prospectus Supplement.
Item 2. Exhibits
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4.1
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Senior Non Preferred Debt Securities Indenture, between Banco Santander, S.A., as issuer and The Bank of New York Mellon, London Branch, as trustee, dated as of May 28, 2020 (incorporated herein by reference from
Exhibit 4.1 to the Form 6-K filed with the Commission on May 28, 2020).
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4.2
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First Supplemental Indenture to the Senior Non Preferred 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 May 28, 2020 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on May 28, 2020).
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4.3
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Form of Global Note for the 2.746% Senior Non Preferred Fixed Rate Notes due 2025 (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on
May 28, 2020).
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4.4
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Form of Global Note for the 3.490% Senior Non Preferred Fixed Rate Notes due 2030 (incorporated herein by reference from Exhibit 4.4 to the Form 6-K filed with the Commission on
May 28, 2020).
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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 Registrants filing under Rule 424(b) on May 20, 2020).
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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.
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Banco Santander, S.A.
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Issuer
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By:
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/s/ José Antonio Soler
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Name:
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José Antonio Soler
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Title:
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Authorized Representative
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June 2, 2020
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