8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Dime Community Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	11-3297463
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

300 Cadman Plaza West, 8th Floor
Brooklyn, New York	11201
(Address of principal executive offices)	(Zip Code)

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

Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.01 Par Value Per Share	The Nasdaq Stock Market LLC
(Title of each class to be so registered)	(Name of each exchange on which
	each class is to be registered)

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 (if applicable):  333-220175

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

N/A

(Title of class)

EXPLANATORY NOTE

This Amendment No. 1 to Form 8-A (this “Amendment”) amends, in its entirety, the Registration Statement on Form 8-A filed by Dime Community Bancshares, Inc. (the “Registrant”) on February 5, 2020 (File No. 001-39211). The purpose of this Amendment is to reflect the issuance of additional shares of the Registrant’s Preferred Stock (as hereinafter defined) and update the description thereof.

Item 1.  Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are shares of Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”), with a liquidation preference of $25.00 per share, of the Registrant.  The terms of the Preferred Stock are described under the heading “Description of the Preferred Stock” in the final prospectus supplement dated June 3, 2020, as filed with the Securities and Exchange Commission (the “Commission”) on June 4, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus (together, the “Prospectus”) included in the Registrant’s Registration Statement on Form S-3 (Registration No. 333-220175) (the “Registration Statement”), as originally filed with the Commission on September 6, 2017.  Such information, as it may hereafter be amended or supplemented and filed as part of an amendment to the Registration Statement of which the Prospectus forms a part or otherwise pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is incorporated herein by reference.

Item 2.  Exhibits.

3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Transition Report on Form 10-K for the transition period ended December 31, 2002, filed with the Commission on March 28, 2003 (File No. 000-27782))

3.2 Certificate of Designations, Preferences and Rights of 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25.00 per share (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-A, filed with the Commission on February 5, 2020 (File No. 001-39211))

3.3 Certificate of Amendment to the Certificate of Designations, Preferences and Rights of 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25.00 per share

3.4 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 24, 2019 (File No. 000-27782))

3.5 Specimen Certificate for 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 8-A, filed with the Commission on February 5, 2020 (File No. 001-39211))

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.

			DIME COMMUNITY BANCSHARES, INC.
Date:	June 10, 2020	By:	/s/ Patricia M. Schaubeck
			Patricia M. Schaubeck
			Executive Vice President and
			General Counsel

EX-3.3

Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF DESIGNATIONS, POWERS,

PREFERENCES AND RIGHTS

OF

5.50% FIXED-RATE NON-CUMULATIVE

PERPETUAL PREFERRED

STOCK, SERIES A

($25.00 liquidation preference per share)

OF

DIME COMMUNITY BANCSHARES, INC.

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

The undersigned, Patricia M. Schaubeck, Executive Vice President and General Counsel of Dime Community Bancshares, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, in accordance with Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, the Pricing Committee of the Board of Directors of the Corporation has adopted the following resolutions to amend the Certificate of Designations, Powers, Preferences and Rights authorizing the 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A of the Corporation:

RESOLVED, that, pursuant to authority expressly granted and vested in the Pricing Committee of the Board of Directors of the Corporation under its Certificate of Incorporation, as amended, the total number of authorized shares of the Corporation’s preferred stock, par value $0.01 per share, designated as “5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A” (the “Series A Preferred Stock”) pursuant to Section 1 of that certain Certificate of Designations, Powers, Preferences and Rights filed by the Corporation with the Delaware Secretary of State on February 4, 2020 (the “Series A Certificate of Designations”), be, and it hereby is, increased from 2,999,200 to 5,299,200 shares; and

RESOLVED FURTHER, that the Corporation shall not redeem the Series A Preferred Stock, in whole or in part pursuant to Section 6(b) of the Series A Certificate of Designations, until after June 15, 2025, and any such redemption remains subject to the approvals required by Section 6(g) of the Series A Certificate of Designations.

This Certificate of Amendment to Certificate of Designations, Powers, Preferences and Rights has been duly adopted by the Pricing Committee of the Board of Directors of the Corporation in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware.

[Signature Page to follow]

IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, does hereby affirm, that this certificate is the act and deed of the Corporation and that the facts herein stated are true, and accordingly has hereunto set her hand as of this 9^th day of June, 2020.

DIME COMMUNITY BANCSHARES, INC.
By:	/s/ Patricia M. Schaubeck
	Name: Patricia M. Schaubeck
	Title: Executive Vice President and General Counsel

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