UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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36-2723087
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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50 South LaSalle Street, Chicago, Illinois
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60603
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Series E Non-Cumulative Perpetual Preferred Stock
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The NASDAQ Stock Market LLC
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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 a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
File No. 333-219591
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1.
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Description of Registrant’s Securities to be Registered.
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The description of the depositary shares (the “Depositary Shares”) being registered hereby, including the Series E Non-Cumulative Perpetual Preferred Stock, which is represented by the Depositary Shares, is set forth under (a) “Description of the Preferred Stock” and “Description of the Depositary Shares” in the prospectus (the “Prospectus”) included in the Registration Statement on Form S-3 (No. 333-219591) of Northern Trust Corporation (the “Corporation”), as filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2017, and (b) “Description of Series E Preferred Stock” and “Description of Depositary Shares” in the prospectus supplement (the “Prospectus Supplement”) dated October 29, 2019, as filed with the Commission on October 30, 2019, pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended. The foregoing descriptions set forth in the Prospectus and Prospectus Supplement are incorporated herein by reference.
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.
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NORTHERN TRUST CORPORATION
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(Registrant)
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Dated:
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November 21, 2019
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By:
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/s/ Susan C. Levy
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Susan C. Levy
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Executive Vice President, General Counsel and
Corporate Secretary
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