8-A12B 1 dp61301_8a12b.htm FORM 8-A12B

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

 

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

 

Banco Santander, S.A.

Santander Issuances, S.A. Unipersonal

(Exact name of registrant as specified in its charter)

 

   

Kingdom of Spain

(State of incorporation

or organization)

None

(I.R.S. Employer

Identification No.)

 

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid)

Spain

(Address of principal executive offices)

   
Title of each class to be so registered

Name of each exchange on which each class is to

to be registered

   

Series 26 Subordinated Debt Securities Santander Issuances, S.A. Unipersonal due November 2025

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), 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), check the following box. o
 
Securities Act registration statement file number to which this form relates: 333-207389 and  333-207389-01
 
Securities to be registered pursuant to Section 12(g) of the Act:   None.

 

 


 

 
 

 

 INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated November 12, 2015 (the “Prospectus Supplement”) to a base prospectus dated October 13, 2015 (the “Prospectus”) relating to the securities to be registered hereunder. The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

 

Item 1.  Description of Registrant’s Securities to be Registered

 

The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities and Guarantees” on pages 34 through 55 of the Prospectus, and “Description of the Subordinated Notes and the Guarantee” on pages S-14 through S-16 of the Prospectus Supplement.

 

Item 2.  Exhibits

 

  4.1 Subordinated Debt Securities Indenture, among Santander Issuances, S.A. Unipersonal, as issuer, Banco Santander, S.A., as guarantor, and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of November 19, 2015 (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on November 19, 2015).
     
  4.2 First Supplemental Indenture to the Subordinated Debt Securities Indenture among Santander Issuances, S.A. Unipersonal, as issuer, Banco Santander, S.A., as guarantor, and The Bank of New York Mellon, acting through its London Branch, as trustee, dated as of November 19, 2015 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on November 19, 2015).
     
  4.3 Form of Global Note for the Series 26 Subordinated Debt Securities Santander Issuances, S.A. Unipersonal due November 2025.
     
  99.1 Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) on October 13, 2015 and November 12, 2015).
     

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on behalf by the undersigned, thereto duly authorized.

 

Santander Issuances, S.A. Unipersonal

 

Issuer

 

By: /s/ Antonio Torío Martín
  Name:

Antonio Torío Martín

  Title: Director

 

 

Banco Santander, S.A.

 

Guarantor

 

By: /s/ José Antonio Soler Ramos
  Name:

José Antonio Soler Ramos 

  Title: Authorized Representative

 

November 19, 2015