Securities Registration (section 12(b)) (8-a12b)
February 02 2021 - 9:21AM
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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
U.S. Bancorp
(Exact name of registrant as specified in
its charter)
Delaware
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41-0255900
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices
and zip code)
Securities to be registered pursuant to Section 12(b) of
the Act:
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 each representing a 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock
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The 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) or (e), check
the following box. x
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 Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: 333-237082
Securities to be registered pursuant to Section 12(g) of
the Act: None
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Item 1.
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Description of Registrant’s Securities to be Registered
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The description of the Depositary Shares
being registered hereby, including the Series M Non-Cumulative Perpetual Preferred Stock which is represented by the Depositary
Shares, is set forth in the Prospectus included in the Registration Statement on Form S-3 (No. 333-237082) of U.S. Bancorp
(the “Company”), as filed with the Commission on March 11, 2020, and the final Prospectus Supplement dated January 26,
2021, as filed with the Commission on January 28, 2021, pursuant to Rule 424(b)(2) of the Securities Act of 1933,
as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
The following exhibits are filed herewith
and with the New York Stock Exchange LLC.
Signatures
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: February 2, 2021
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U.S. Bancorp
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By:
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/s/ James L. Chosy
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Name:
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James L. Chosy
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Title:
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Senior Executive Vice President and General Counsel
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