8-A12G 1 cwi22015q28-a.htm 8-A12G CWI 2 2015 Q2 8-A



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
CAREY WATERMARK INVESTORS 2 INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

Maryland
 
46-5765413
(State of incorporation or organization)
 
(I.R.S. Employer Identification Number)
50 Rockefeller Plaza
New York, New York
 
10020
(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
None
 
None
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), 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), check the following box. ý
Securities Act registration statement file number to which this form relates: 333-196681

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

Class A common stock, par value $0.001 per share
Class T common stock, par value $0.001 per share
(Title of class)





INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference herein is the description of the registrant’s shares of Class A and Class T common stock, par value $0.001 per share, under the heading “Description of Shares” contained in the registrant’s registration statement on Form S-11 (File No. 333-196681) originally filed with the Securities and Exchange Commission on June 11, 2014, as amended (the “Registration Statement”), including any form of prospectus contained therein filed by the registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
Item 2. Exhibits.
Exhibit
No.
Description
3.1
Second Articles of Amendment and Restatement of Carey Watermark Investors 2 Incorporated (Incorporated by reference to Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed on May 15, 2015)
3.2
Bylaws of Carey Watermark Investors 2 Incorporated (Incorporated by reference to Exhibit 3.3 to the registrant's Registration Statement on Form S-11 (File No. 333-196681) filed on June 11, 2014)
4.1
Distribution Reinvestment Plan (Incorporated by reference to Exhibit 4.1 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed on May 15, 2015)
4.2
Form of Notice to Stockholder (Incorporated by reference to Exhibit 4.2 to the registrant's Registration Statement on Form S-11 (File No. 333-196681) filed on August 7, 2014)
10.1
2015 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed on May 15, 2015)




SIGNATURES
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.
 
 
Carey Watermark Investors 2 Incorporated
 
 
 
Date: June 29, 2015
By:
/s/ Michael G. Medzigian
 
 
Michael G. Medzigian
 
 
Chief Executive Officer