Securities Registration (section 12(b)) (8-a12b)
July 29 2015 - 4:50PM
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 (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
JPMORGAN
CHASE & CO.
(Exact name of registrant as specified in its charter)
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Delaware |
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13-2624428 |
(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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JPMorgan Chase & Co.
270 Park Avenue New York,
New York |
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10017 |
(Address of principal executive offices) |
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(Zip Code) |
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 |
Depositary Shares, each representing a 1/400th
interest in a share of 6.15% Non-Cumulative
Preferred Stock, Series BB |
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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), 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), check the following box.
Securities Act registration statement file number to which this form relates: 333-191692
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. |
Description of Registrants Securities to be Registered. |
The securities to be registered hereby
are the 46,000,000 depositary shares (the Depositary Shares), each representing a 1/400th interest in a share of JPMorgan Chase & Co.s 6.15% Non-Cumulative Preferred
Stock, Series BB, $1 par value and with a liquidation preference of $10,000 per share (equivalent to $25 per depositary share) (the Preferred Stock). The terms of the Preferred Stock and the Depositary Shares are described in the
prospectus, dated October 11, 2013, under the captions Description of the Preferred Stock and Description of the Depositary Shares, as supplemented by the prospectus supplement, dated July 22, 2015 (together, the
Prospectus). Such information, as it may hereafter be amended or supplemented and filed as part of an amendment to the Registration Statement on Form S-3 (File No. 333-191692) of which the Prospectus forms a part or otherwise
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference.
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3.1 |
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Restated Certificate of Incorporation of JPMorgan Chase & Co., effective April 5, 2006 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on
April 7, 2006). |
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3.2 |
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Amendment to the Restated Certificate of Incorporation of JPMorgan Chase & Co., effective June 7, 2013 (incorporated by reference to Appendix F to the Proxy Statement on Schedule 14A of JPMorgan Chase & Co. (File No.
1-5805), filed on April 10, 2013. |
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3.3 |
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Certificate of Designations, Powers, Preferences and Rights of JPMorgan Chase & Co., establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Preferred Stock (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on July 29, 2015). |
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3.4 |
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By-Laws of JPMorgan Chase & Co., effective June 7, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805) filed on June 10, 2013). |
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4.1 |
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Form of certificate representing the Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on July 29, 2015). |
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4.2 |
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Deposit Agreement, dated July 29, 2015, among JPMorgan Chase & Co., Computershare Inc, as depositary, and the holders from time to time of Depositary Receipts (incorporated by reference to Exhibit 4.2 to the Current Report on
Form 8-K of JPMorgan Chase & Co. (File No. 1-5805), filed on July 29, 2015). |
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4.3 |
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Form of Depositary Receipt (included as part of Exhibit 4.2). |
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.
Dated: July 29, 2015
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JPMORGAN CHASE & CO. |
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By: |
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/s/ Anthony J. Horan |
Name: |
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Anthony J. Horan |
Title: |
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Corporate Secretary |
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