8-A12B 1 dp21740_8a12b-jgb.htm FORM 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 SECURITIES EXCHANGE ACT OF 1934

 
 
DEUTSCHE BANK AKTIENGESELLSCHAFT
(Exact name of registrant as specified in its charter)
DEUTSCHE BANK CORPORATION
(Translation of registrant’s name into English)
Federal Republic of Germany
(State of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification Number)
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
(Address of principal executive offices)
 
  
 
 
 
Warren Motley
Davis Polk & Wardwell LLP
450 Lexington Ave.
New York, New York 10017
212-450-4032
 
Copies to:
 
Deutsche Bank Aktiengesellschaft
Theodor-Heuss-Allee 70
60486 Frankfurt am Main
Germany
Attn: Legal Department
 
 
 
Ward A. Greenberg
Cleary Gottlieb Steen & Hamilton LLP
Main Tower
Neue Mainzer Strasse 52
D-60311 Frankfurt am Main
Germany
+49 69 97103-0

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
PowerShares DB Japanese Govt Bond Futures Exchange Traded Notes due March 31, 2021
  
NYSE Arca, 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), 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.         p
 
Securities Act registration statement file numbers to which this form relates:   333-162195
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
 
 
 
 
 
 
 
Item 1.   Description of Registrants’ Securities to be Registered.
 
For a description of the securities to be registered hereunder, reference is made to: (1) the information under the heading “Description of Debt Securities of  Deutsche Bank Aktiengesellschaft” in the Prospectus included in the Registration Statement on Form F-3 (the “Form F-3”), dated September 29, 2009 (File No. 333-162195) of Deutsche Bank Aktiengesellschaft (the “Registrant”), (2) the information under the heading “Description of Notes” in the Prospectus Supplement that was filed on September 29, 2009 by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and (3) the information under the heading “Specific Terms of the Securities” in the Pricing Supplement to be filed on or around March 22, 2011 by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, each of which is incorporated herein by reference.  The Registrant authorized for issuance and listing U.S. $80,000,000 PowerShares DB Japanese Govt Bond Futures Exchange Traded Notes due March 31, 2021.  The Registrant may issue additional securities which will be fungible with the securities issued and outstanding.
 
Item 2. Exhibits
 
4.1
Form of Senior Indenture (incorporated by reference to Exhibit 4.1 to the Form F-3)
 
4.2
Form of PowerShares DB Japanese Govt Bond Futures Exchange Traded Notes due March 31, 2021*
 

* Filed herewith
 
 
 
2
 
 

 
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.
 
 
Date: March 22, 2011
 
DEUTSCHE BANK AKTIENGESELLSCHAFT
  
       
 
By:
 /s/ Joseph J. Rice  
    Name: Joseph J. Rice  
    Title: Director  
       
 
 
By:
 /s/ Anjali Thadani  
    Name: Anjali Thadani  
    Title: Vice President  
       
 
 
 
Signature page for Form 8-A relating to PowerShares DB
Japanese Govt Bond Futures Exchange Traded Notes due March 31, 2021
 
 
3