Securities Registration (section 12(b)) (8-a12b)
October 01 2019 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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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(IRS 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) 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 1/1000th Ownership Interest in a Share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K
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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. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-230568
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 1/1,000th interest in a share of 4.95% Non-Cumulative Perpetual Preferred Stock, Series K (the Preferred Stock) of Fifth Third Bancorp (Fifth
Third). The descriptions set forth under the sections Description of the Series K Preferred Stock and Description of the Depositary Shares in the final prospectus supplement dated September 12, 2019, filed with the
Securities and Exchange Commission (the Commission) on September 13, 2019, in connection with the automatic shelf registration statement on Form S-3 (No.
333-230568) of Fifth Third Bancorp (the Registration Statement), filed on March 28, 2019, as amended, are incorporated herein by reference. Any form of prospectus supplement that includes such
description that is subsequently filed by Fifth Third as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference.
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Exhibit
Number
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Description
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4.1
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Certificate of Amendment to the Articles of Incorporation of Fifth Third Bancorp, as amended, with respect to the 4.95% Non-Cumulative Perpetual Preferred Stock, Series K dated September
16, 2019 (incorporated by reference to Exhibit 4.1 of Fifth Third Bancorps Current Report on Form 8-K filed with the Commission on September 17, 2019).
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4.2
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Form of Certificate representing the 4.95% Non-Cumulative Perpetual Preferred Stock, Series K (incorporated
by reference to Exhibit 4.2 of Fifth Third Bancorps Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2019).
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4.3
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Deposit Agreement dated September
17, 2019, between Fifth Third Bancorp, as issuer, and American Stock Transfer and Trust Company, LLC, as depositary, transfer agent and registrar, and the holder from time to time of the Receipts described therein (incorporated by reference to Exhibit 4.3
of Fifth Third Bancorps Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2019).
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4.4
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Form of Depositary Receipt (included as Exhibit A to Exhibit 4.3).
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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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FIFTH THIRD BANCORP
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September 26, 2019
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/s/ James C. Leonard
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James C. Leonard
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Executive Vice President and Treasurer
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3
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