Form 6-K

Mizuho Financial Group, Inc.,

Corporate Communications

Public Relations Office

Tel: 81-3-5224-2026

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/iKxCcHDP8DW95cE5wfzz9D1VajBXR1cPGeD6CRqzrb7GMsmwMj1MpC1kBNIsDc KSd3TH987xh8e4pZQTT+HA== 0001193125-09-030128.txt : 20090217 0001193125-09-030128.hdr.sgml : 20090216 20090217063637 ACCESSION NUMBER: 0001193125-09-030128 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090216 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIZUHO FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001335730 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33098 FILM NUMBER: 09606856 BUSINESS ADDRESS: STREET 1: 5-1, MARUNOUCHI 2-CHOME CITY: CHIYODA-KU, TOKYO STATE: M0 ZIP: 100-8333 BUSINESS PHONE: 81-3-5224-1111 MAIL ADDRESS: STREET 1: 5-1, MARUNOUCHI 2-CHOME CITY: CHIYODA-KU, TOKYO STATE: M0 ZIP: 100-8333 6-K 1 d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2009.

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: February 16, 2009

Mizuho Financial Group, Inc.

By:		/s/ Takashi Tsukamoto
Name:		Takashi Tsukamoto
Title:		Deputy President / CFO

February 16, 2009

To whom it may concern:


				Company Name:		Mizuho Financial Group, Inc.
				Representative:		Terunobu Maeda
						President & CEO
				Head Office:		2-5-1 Marunouchi,
						Chiyoda-ku, Tokyo
				Code Number:		8411 (TSE 1st Sec., OSE 1st Sec.)

Adjustment of Initial Conversion Price of

Eleventh Series Class XI Preferred Shares

Mizuho Financial Group, Inc. hereby announces that the Initial Conversion Price of Eleventh Series Class XI Preferred Shares has been adjusted as follows, pursuant to the adjustment method of Conversion Price defined by the terms and conditions of the Preferred Shares, due to the issuance of stock compensation-type stock options (stock acquisition rights) on February 16, 2009.

Initial Conversion Price after Adjustment: 536.6 yen

(Initial Conversion Price before Adjustment: 536.7 yen)

Effective date: From February 17, 2009

The floor price of the conversion price (322 yen) is not changed because it is unaffected by the above adjustment.

This document is prepared in order to announce specific facts relating to Adjustment of Initial Conversion Price of Eleventh Series Class XI Preferred Shares and does not constitute an offer for sale or solicitation for investment or other similar activity in or outside of Japan.

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