8-A12B 1 nt10008890x9_8a12b.htm 8-A12B

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
OF THE SECURITIES EXCHANGE ACT OF 1934
First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)

Delaware |  | 56-1528994
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
4300 Six Forks Road, Raleigh, North Carolina |  | 27609
(Address of principal executive offices) |  | (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 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A |  | The Nasdaq Stock Market LLC

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: 333-236647
Securities to be registered pursuant to Section 12(g) of the Act:
None

Item 1. | Description of Securities to be Registered.

The securities to be registered hereby are depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), of First Citizens BancShares, Inc. (the “Company”), with a liquidation preference of $1,000 per share of Series A Preferred Stock (equivalent to $25 per Depositary Share). For a description of the Series A Preferred Stock and the Depositary Shares, reference is made to the information set forth under the headings “Description of Series A Preferred Stock” and “Description of Depositary Shares” in the Company’s prospectus supplement, dated March 5, 2020, to the prospectus, dated February 26, 2020, which constitutes a part of the Company’s Registration Statement on Form S-3 (File No. 333-236647), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.

Item 2. | Exhibits.

Exhibit No. | Description
3.1 |  | Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2014)
3.2 |  | Certificate of Designation of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A of the Company, filed with the Secretary of State of the State of Delaware and effective March 11, 2020
3.3 |  | Amended and Restated Bylaws of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on July 30, 2015)
4.1 |  | Specimen of the Company’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series A Certificate
4.2 |  | Deposit Agreement, dated as of March 12, 2020, by and among the Company, Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the holders from time to time of the depositary receipts described therein
4.3 |  | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.2 hereto)

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.

|  |  | First Citizens BancShares, Inc.
|  |  | (Registrant)
Date: | March 12, 2020 |  | By: /s/ Craig L. Nix
|  |  | Craig L. Nix
|  |  | Chief Financial Officer