0001104659-21-010588.txt : 20210202 0001104659-21-010588.hdr.sgml : 20210202 20210202092121 ACCESSION NUMBER: 0001104659-21-010588 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210202 DATE AS OF CHANGE: 20210202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 21579241 BUSINESS ADDRESS: STREET 1: U.S. BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-7020 BUSINESS PHONE: 651-466-3000 MAIL ADDRESS: STREET 1: U.S. BANCORP STREET 2: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402-7020 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 8-A12B 1 tm214004d5_8a12b.htm 8-A12B

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	41-0255900
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

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

Name of each exchange on which

each class is to be registered

Depositary Shares each representing a 1/1,000^th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock

The New York Stock Exchange

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

Item 1.

Description of Registrant’s Securities to be Registered

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.

Item 2.

Exhibits

The following exhibits are filed herewith and with the New York Stock Exchange LLC.

Exhibit No.		Description
4.1		Certificate of Designations of U.S. Bancorp with respect to Series M Non-Cumulative Perpetual Preferred Stock filed with the Delaware Secretary of State on February 1, 2021 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of U.S. Bancorp filed February 2, 2021).
4.2		Deposit Agreement dated February 2, 2021 among U.S. Bancorp, U.S. Bank National Association and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of U.S. Bancorp filed February 2, 2021).
4.3		Form of Depositary Receipt (included as part of Exhibit 4.2).

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

	U.S. Bancorp

	By:	/s/ James L. Chosy
	Name:	James L. Chosy
	Title:	Senior Executive Vice President and General Counsel