Securities Registration (section 12(b)) (8-a12b)
17 Settembre 2020 - 11:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Capital One
Financial Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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54-1719854
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1680 Capital One Drive
McLean, Virginia 22102
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22102
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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 1/40th Ownership Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
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New York Stock Exchange
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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. ☒
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:
333-223608
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1
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Description of Registrants Securities to be Registered.
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The securities to be registered hereby are depositary shares of Capital One Financial Corporation (the Company), each depositary
share representing a 1/40th ownership interest in a share of the Companys Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K, par value
$0.01 per share (the Preferred Stock), with a liquidation preference of $25 per depositary share (equivalent to $1,000 per share of Preferred Stock). The descriptions set forth under the sections Description of Preferred
Stock and Description of Depositary Shares in the prospectus supplement dated September 10, 2020, as filed with the Securities and Exchange Commission (the Commission) on September 11, 2020 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, to the prospectus (the Base Prospectus) included in the Companys automatic shelf registration statement on Form S-3 (No. 333-223608), as filed with the Commission on March 12, 2018, and the descriptions set forth under the sections Description of Preferred Stock and Description of Other Securities of the
Base Prospectus are incorporated herein by reference.
The following exhibits are filed as a part of this Registration Statement:
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Exhibit No.
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Description
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4.1
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Restated Certificate of Incorporation of the Company (as restated May
1, 2020) (incorporated by reference to Exhibit 3.2 of the Companys Current Report on Form 8-K, filed on May 4, 2020)
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4.2
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Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 of the Companys Current Report on Form 8-K, filed on May 4, 2020)
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4.3
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Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K of the Company
(incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on September 17, 2020)
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4.4
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Deposit Agreement, between the Company, Computershare Trust Company, NA., as Depositary, Computershare Inc. and the Holders from time to time of
the Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K, filed on September 17, 2020)
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4.5
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Form of Depositary Receipt (included in Exhibit 4.4 hereto)
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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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CAPITAL ONE FINANCIAL CORPORATION
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Date: September 17, 2020
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By:
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/s/ Matthew W. Cooper
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Name:
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Matthew W. Cooper
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Title:
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General Counsel
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Grafico Azioni Capital One Financial (NYSE:COF)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Capital One Financial (NYSE:COF)
Storico
Da Mar 2023 a Mar 2024