Securities Registration (section 12(b)) (8-a12b)
April 25 2016 - 11:58AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 25, 2016
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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BANK OF
AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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56-0906609
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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BANK OF AMERICA CORPORATION
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina
(Address of principal executive offices)
28255
(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
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Depositary Shares, each representing a 1/1,000
th
interest in a share of 6.000% Non-Cumulative Preferred Stock, Series EE
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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), please 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), please check the following box.
¨
Securities Act registration statement file number to which this form relates:
333-202354
Securities to be registered pursuant to Section 12(g) of the Act: None
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 the depositary shares (the Depositary Shares), each representing a 1/1,000
th
interest in a share of 6.000% Non-Cumulative Preferred Stock, Series EE (the
Preferred Stock), of Bank of America Corporation (the Registrant). The descriptions of the Preferred Stock and the Depositary Shares are contained in (i) the Registrants Prospectus, dated May 1, 2015 (the
Prospectus), included in the Registrants registration statement on Form S-3 (File No. 333-202354) under the captions Description of Preferred Stock and Description of Depositary Shares and
(ii) the Registrants Prospectus Supplement, dated April 18, 2016, under the captions Description of the Preferred Stock and Description of the Depositary Shares, and those sections are incorporated herein by
reference.
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Exhibit
No.
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Description
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3.1
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Certificate of Designations of the Preferred Stock, dated April 25, 2016
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4.1
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Deposit Agreement, dated April 22, 2016, among the Registrant, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts
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4.2
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Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1)
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2
SIGNATURES
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: April 25, 2016
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BANK OF AMERICA CORPORATION
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By:
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/s/ Ross E. Jeffries, Jr.
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Ross E. Jeffries, Jr.
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Deputy General Counsel and Corporate Secretary
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3
INDEX TO EXHIBITS
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Exhibit
No.
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Description
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3.1
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Certificate of Designations of the Preferred Stock, dated April 25, 2016
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4.1
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Deposit Agreement, dated April 22, 2016, among the Registrant, Computershare Inc., Computershare Trust Company, N.A. and the Holders from time to time of the Depositary Receipts
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4.2
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Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1)
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