SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
|(State of incorporation or organization)||(I.R.S. Employer Identification No.)|
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices and 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
|Depositary Shares each representing a 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock||The 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. 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) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-237082
Securities to be registered pursuant to Section 12(g) of the Act: None
|Item 1.||Description of Registrant’s Securities to be Registered|
The description of the Depositary Shares being registered hereby, including the Series L Non-Cumulative Perpetual Preferred Stock which is represented by the Depositary Shares, is set forth in the Prospectus included in the Registration Statement on Form S-3 (No. 333-237082) of U.S. Bancorp (the “Company”), as filed with the Commission on March 11, 2020, and the final Prospectus Supplement dated October 20, 2020, as filed with the Commission on October 21, 2020, pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
The following exhibits are filed herewith and with the New York Stock Exchange LLC.
|4.1||Certificate of Designations of U.S. Bancorp with respect to Series L Non-Cumulative Perpetual Preferred Stock filed with the Delaware Secretary of State on October 26, 2020 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of U.S. Bancorp filed October 27, 2020).|
|4.2||Deposit Agreement dated October 27, 2020 among U.S. Bancorp, U.S. Bank National Association and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of U.S. Bancorp filed October 27, 2020).|
|4.3||Form of Depositary Receipt (included as part of Exhibit 4.2).|
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|Date: October 27, 2020|
|By:||/s/ James L. Chosy|
|Name:||James L. Chosy|
Senior Executive Vice President and General Counsel
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