Securities Registration (section 12(b)) (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.

(Exact name of registrant as specified in its charter)


Kingdom of Spain		None
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Ciudad Grupo Santander 28660 Boadilla del Monte (Madrid) Spain		28660
(Address of principal executive offices)		(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
Series 164 5.147% Senior Non Preferred Fixed Rate Notes due 2025		New York Stock Exchange
Series 162 5.294% Senior Non Preferred Fixed Rate Notes due 2027		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. ☒

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:

333-238243

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

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, the prospectus supplement dated August 11, 2022 (the “Prospectus Supplement”) to a base prospectus dated May 14, 2020 (the “Prospectus”) contained in the registration statement of the Registrant on Form F-3ASR (File No. 333-238243) filed with the Commission on May 14, 2020, 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,” “Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Capital Securities” and “Taxation” of the Prospectus, and “Description of the Notes” and “Taxation” of the Prospectus Supplement.

Item 2. Exhibits


4.1		Senior Non Preferred Debt Securities Indenture between Banco Santander, S.A., as Issuer, and The Bank of New York Mellon, London Branch, as Trustee, dated as of May 28, 2020 (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on May 28, 2020).

4.2		Fifth Supplemental Indenture, dated as of August 18, 2022, to the Senior Non Preferred Debt Securities Indenture, dated as of May 28, 2020, among Banco Santander, S.A., as Issuer, The Bank of New York Mellon, London Branch, as Trustee and Principal Paying Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar (incorporated herein by reference from Exhibit 4.1 to the Form 6-K filed with the Commission on August 18, 2022).

4.3		Form of Global Note for the 5.147% Senior Non Preferred Fixed Rate Notes due 2025 (incorporated herein by reference from Exhibit 4.2 to the Form 6-K filed with the Commission on August 18, 2022).

4.4		Form of Global Note for the 5.294% Senior Non Preferred Fixed Rate Notes due 2027 (incorporated herein by reference from Exhibit 4.3 to the Form 6-K filed with the Commission on August 18, 2022).

99.1		Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filing under Rule 424(b) dated August 11, 2022).

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 its behalf by the undersigned, thereto duly authorized.

Banco Santander, S.A.

Issuer

By:

/s/ José Antonio Soler

Name: José Antonio Soler

Title: Authorized Representative

August 24, 2022

Grafico Azioni Banco Santander (PK) (USOTC:BCDRF)
Storico
Da Dic 2024 a Gen 2025