JUST Goldman Sachs Just Us Large Cap Equity ETF

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

New York, NY 10282

(Address of principal executive offices)

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

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.  ☐

Securities Act registration statement file number to which this form relates:

333-200933

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

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

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

A description of the shares of beneficial interest, no par value per share, of the Goldman Sachs MarketBeta International Equity ETF, Goldman Sachs MarketBeta Emerging Markets Equity ETF and Goldman Sachs MarketBeta U.S. Equity ETF, each a series of Goldman Sachs ETF Trust (the “Trust”) to be registered hereunder, is set forth in Post-Effective Amendment No. 265 to the Trust’s Registration Statement on Form N-1A (Commission File Nos. 333-200933; 811-23013) filed on May 11, 2020, which description is incorporated herein by reference as filed with the Securities and Exchange Commission. Any form of amendment or supplement to the registration statement that is subsequently filed is hereby also incorporated by reference herein.

Item  2. Exhibits.

1. The Trust’s Certificate of Trust is included as Exhibit (a)(1) to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A (File No. 333-200933), as filed with the Securities and Exchange Commission on May 4, 2015.

2. The Trust’s Amended and Restated Declaration of Trust is included as Exhibit (a)(2) to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-1A (File No. 333-200933), as filed with the Securities and Exchange Commission on May 4, 2015.

3. The Trust’s By-Laws are included as Exhibit (b) to Pre-Effective Amendment No.  1 to the Trust’s Registration Statement on Form N-1A (File No. 333-200933),  as filed with the Securities and Exchange Commission on May 4, 2015.

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, as of this 11^th day of May, 2020.

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