As filed with the Securities and Exchange Commission on December 12, 2016

 

 

 

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 (G) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

KeyCorp

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   34-6542451

(State of Incorporation

or Organization)

 

(I.R.S. Employer

Identification No.)

127 Public Square Cleveland, Ohio 44114-1306

(Address of Principal Executive Offices)

 

 

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

Depositary Shares each representing a 1/40th ownership     interest in a share of Fixed-to-Floating Rate Perpetual

    Non-Cumulative Preferred Stock, Series E

  New York Stock Exchange, Inc.

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:

333-196641

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

None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Securities to Be Registered.

The description of the Depositary Shares being registered hereby, including the Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E, which is represented by the Depositary Shares, is set forth in the Prospectus included in the Registration Statement on Form S-3 (No. 333-196641) of KeyCorp, an Ohio corporation, as filed with the Commission on July 10, 2014, and the final Prospectus Supplement, dated December 5, 2016, as filed with the Commission on December 6, 2016, pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.

Item 2. Exhibits.

 

4.1    Certificate of Amendment to the Second Amended and Restated Articles of Incorporation, as amended, of KeyCorp with respect to Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E, filed December 8, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of KeyCorp filed December 12, 2016).
4.2    Deposit Agreement, dated as of December 12, 2016, between KeyCorp and Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of KeyCorp filed December 12, 2016).
4.3    Form of Depositary Receipt (included as part of Exhibit 4.2).

SIGNATURE

Pursuant to be 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.

 

KEYCORP

By:   /s/ Donald R. Kimble

Name: Donald R. Kimble

Title: Chief Financial Officer

Date: December 12, 2016

INDEX TO EXHIBITS

 

4.1    Certificate of Amendment to the Second Amended and Restated Articles of Incorporation, as amended, of KeyCorp with respect to Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E, filed December 8, 2016 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of KeyCorp filed December 12, 2016).
4.2    Deposit Agreement, dated as of December 12, 2016, between KeyCorp and Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of KeyCorp filed December 12, 2016).
4.3    Form of Depositary Receipt (included as part of Exhibit 4.2).
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