Securities Registration (section 12(b)) (8-a12b)
01 Novembro 2013 - 7:00PM
Edgar (US Regulatory)
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Citigroup
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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52-1568099
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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399 Park Avenue
New York, New York
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10022
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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
6.875% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series K
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New York Stock Exchange
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If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is to become effective pursuant
to General Instruction A.(c), please check the following box.
x
If this Form 8-A relates to
the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective pursuant to General Instruction A.(d), please check the following
box.
¨
Securities Act registration statement file number to which this form relates:
File
No. 333-172562
Securities to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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Citigroup Inc. (the
Registrant) registers hereunder its depositary shares (the Depositary Shares) representing fractional interests in its 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (the Preferred
Stock). For a description of the securities to be registered hereunder, reference is made to the information under the heading Description of Preferred Stock on pages 49 through 51 and Description of Depositary Shares
on pages 52 through 54 of the Registrants prospectus dated May 12, 2011 (Registration No. 333-172562). In addition, a detailed description of the Preferred Stock and the Depositary Shares may be found under the heading
Description of the Preferred Stock on pages S-7 through S-21 and Description of the Depositary Shares on pages S-22 through S-23 of the prospectus supplement dated October 24, 2013, which description, and
Registrants prospectus, is hereby incorporated herein by reference and made part of this registration statement in its entirety.
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3.1
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Restated Certificate of Incorporation of the Registrant, as amended, incorporated by reference to Exhibit 3.01 to the Registrants Quarterly Report on Form 10-Q filed August 2, 2013 (File No. 1-9924).
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3.2
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Certificate of Designations of the 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on
October 31, 2013.
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3.3
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By-Laws of the Registrant, as amended, incorporated by reference to Exhibit 3.02 to the Registrants Current Report on Form 8-K filed January 10, 2013 (File No. 1-9924).
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4.1
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Deposit Agreement, dated October 31, 2013, among the Registrant, Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally charted national association, jointly as
Depositary, and all holders from time to time of Depositary Receipts, Depositary Shares and the related 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K, incorporated by reference to Exhibit 4.1 to the Registrants
Current Report on Form 8-K filed on October 31, 2013.
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4.2
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Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1 hereto).
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4.3
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Form of certificate representing the 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (included in Exhibit 3.2 hereto).
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4.4
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Prospectus dated May 12, 2011, incorporated by reference to the Registrants Registration Statement on Form S-3 filed on March 11, 2011 (Registration No. 333-172562).
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4.5
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Prospectus Supplement dated October 24, 2013, incorporated by reference to the Registrants filing under Rule 424(b)(2) on October 25, 2013.
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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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Dated: November 1, 2013
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CITIGROUP INC.
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/s/ Le Roy Davis
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Name: Le Roy Davis
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Title: Assistant Treasurer
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