Securities Registration (section 12(b)) (8-a12b)
August 26 2019 - 5:18PM
Edgar (US Regulatory)
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
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Ohio
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31-0854434
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Fifth Third Center
38 Fountain Square Plaza,
Cincinnati, Ohio
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45263
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered
pursuant to Section 12(b)7 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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Depositary Shares Representing a 1/40th
Ownership Interest in a Share of 6.00%
Non-Cumulative Perpetual Class B
Preferred Stock, Series A
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The NASDAQ Stock Market LLC
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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) or (e), 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) or (e), check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-232335
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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The securities to be registered hereby are the depositary shares (the Depositary Shares), each representing a 1/40th interest in a share of the 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A of Fifth Third Bancorp (Fifth Third). The
description of the Depository Shares contained in the prospectus forming part of Fifth Thirds Registration Statement on Form S-4 (File No. 333-232335) under
the sub-heading 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A under the heading Description of Fifth Third Capital
StockShares of the Fifth Third Class B Preferred Stock, originally filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended, on June 25, 2019, as amended
is incorporated herein by reference.
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3.1
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Amended Articles of Incorporation of Fifth Third (incorporated by reference to Exhibit 3.1 of Fifth Thirds Current Report on Form 8-K filed with the Commission on June 20, 2019)
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3.2
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Amendment to the Amended Articles of Incorporation of Fifth Third (incorporated by reference to Exhibit 3.1 of Fifth Thirds Current Report
on Form 8-K filed with the Commission on August 26, 2019)
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3.3
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Code of Regulations of Fifth Third, as amended (incorporated by reference to Exhibit 3.2 of Fifth Thirds Current Report on Form 8-K filed with the Commission on August 26, 2019)
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4.1
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Second Amended and Restated Deposit Agreement, dated as of August 26, 2019, among Fifth Third, as issuer, and American Stock Transfer
& Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts issued
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4.2
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Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1)
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SIGNATURE
Pursuant to the requirements 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.
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Date: August 26, 2019
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FIFTH THIRD BANCORP
(Registrant)
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By:
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/s/ Susan B. Zaunbrecher
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Name:
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Susan B. Zaunbrecher
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Title:
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Executive Vice President, Corporate Secretary and
Chief Legal Officer
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