8-A12B 1 d57112d8a12b.htm 8-A12B 8-A12B

 

 

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

 

 

UBS AG

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Switzerland   90-0186363
(State of Incorporation or Organization)   (I.R.S. Employer Identification no.)

Bahnhofstrasse 45, CH-8098 – Zurich, Switzerland

Aeschenvorstadt 1, CH-4051 – Basel, Switzerland

   N/A
(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

ETRACS 2x Leveraged US Dividend Factor
TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged US Growth Factor
TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged US Size Factor
TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged US Value Factor
TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged MSCI US Minimum
Volatility Factor TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged MSCI US
Momentum Factor TR ETN due February 9, 2051		   NYSE Arca, Inc.
ETRACS 2x Leveraged MSCI US Quality
Factor TR ETN due February 9, 2051		   NYSE Arca, 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) or (e), please 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), please 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:

333-225551 (if applicable)

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

None

(Title of Class)

 

 

 

Item 1.

Description of Registrant’s Securities to be Registered

The Registrant filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form F-3 (Registration Statement No. 333-225551) (the “Registration Statement”) containing a prospectus, dated October 31, 2018, relating to the Registrant’s Debt Securities and Warrants (the “Prospectus”). The Registration Statement was declared effective on October 31, 2018. On the date hereof, the Registrant intends to file with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, a prospectus supplement, dated February 4, 2021 (the “Prospectus Supplement”) relating to seven series of the Registrant’s Exchange Traded Access Securities (“ETRACS”), entitled (a) ETRACS 2x Leveraged US Dividend Factor TR ETN due February 9, 2051; (b) ETRACS 2x Leveraged US Growth Factor TR ETN due February 9, 2051; (c) ETRACS 2x Leveraged US Size Factor TR ETN due February 9, 2051; (d) ETRACS 2x Leveraged US Value Factor TR ETN due February 9, 2051; (e) ETRACS 2x Leveraged MSCI US Minimum Volatility Factor TR ETN due February 9, 2051; (f) ETRACS 2x Leveraged MSCI US Momentum Factor TR ETN due February 9, 2051; and (g) ETRACS 2x Leveraged MSCI US Quality Factor TR ETN due February 9, 2051, each of which is part of the Registrant’s Medium-Term Notes, Series B. The Prospectus Supplement and the Prospectus are incorporated by reference to the extent set forth below.

The material set forth (i) under the headings “Description of Debt Securities We May Offer” on pages 12 to 31, “Considerations Relating to Indexed Securities” on pages 52 to 54, “U.S. Tax Considerations” on pages 58 to 68 and “Tax Considerations Under the Laws of Switzerland” on pages 69 to 70 in the Prospectus and (ii) in the Prospectus Supplement are each incorporated herein by reference, as applicable. The outstanding principal amount of the securities of each series registered hereby may be increased from time to time in the future due to further issuances of securities having substantially the same terms. If any such additional securities are issued, a prospectus supplement relating to the additional securities will be filed with the Securities and Exchange Commission and will be incorporated herein by reference. The securities of each series registered hereby are, and any additional securities of such series registered hereby in the future will be, all part of a single series of the Registrant’s Medium-Term Notes, Series B, as described in the documents referenced above.

 

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement on Form 8-A:

 

  1.

Debt Indenture, dated as of June 12, 2015, between the Company and U.S. Bank Trust National Association, as debt trustee (incorporated by reference to Exhibit 4.22 of the Registrant’s registration statement no. 333-204908).

 

  2.

Form of ETRACS 2x Leveraged US Dividend Factor TR ETN due February 9, 2051.

 

  3.

Form of ETRACS 2x Leveraged US Growth Factor TR ETN due February 9, 2051.

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.

UBS AG

(Registrant)

 

Dated: February 4, 2021

    
 

By:

  

/s/ Timothy Geller

 

Name:

  

Timothy Geller

 

Title:

  

Executive Director

 

 

By:

  

/s/ Shruti Senapati

 

Name:

  

Shruti Senapati

 

Title:

  

Executive Director