8-A12B

REXNORD CORPORATION

Date: December 7, 2016

/s/ Patricia M. Whaley

Patricia M. Whaley

Vice President, General Counsel and Secretary

0001193125-16-787412.txt : 20161207 0001193125-16-787412.hdr.sgml : 20161207 20161207160132 ACCESSION NUMBER: 0001193125-16-787412 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161207 DATE AS OF CHANGE: 20161207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rexnord Corp CENTRAL INDEX KEY: 0001439288 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 205197013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35475 FILM NUMBER: 162039096 BUSINESS ADDRESS: STREET 1: 247 FRESHWATER WAY STREET 2: SUITE 300 CITY: MILWAUKEE STATE: WI ZIP: 53204 BUSINESS PHONE: 414-643-3000 MAIL ADDRESS: STREET 1: 247 FRESHWATER WAY STREET 2: SUITE 300 CITY: MILWAUKEE STATE: WI ZIP: 53204 FORMER COMPANY: FORMER CONFORMED NAME: Rexnord Holdings, Inc DATE OF NAME CHANGE: 20080707 8-A12B 1 d310586d8a12b.htm 8-A12B 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 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

REXNORD CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		20-5197013
(State of incorporation or organization)		(I.R.S. Employer or Identification No.)

247 Freshwater Way, Suite 300, Milwaukee, WI		53204
(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 1/20^th interest

in a share of 5.75% Series A Mandatory Convertible

Preferred Stock

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), 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), check the following box. ☐

Securities Act registration file number to which this form relates: 333-193610

Securities to be registered pursuant to Section 12(g) of the Act: None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.

Description of Registrant’s Securities to be Registered.

Rexnord Corporation (the “Company”) is registering Depositary Shares, each representing a 1/20^th interest in a share of 5.75% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”), pursuant to this Form 8-A. The descriptions of the Depositary Shares and the underlying Mandatory Convertible Preferred Stock are contained in the sections captioned “Description of Mandatory Convertible Preferred Stock” and “Description of Depositary Shares” in the Company’s prospectus supplement, dated December 1, 2016, which constitutes a part of the Registration Statement on Form S-3 (Registration No. 333-193610). Such sections are incorporated herein by reference.

Item 2.

Exhibits.


Exhibit Number	Description of Exhibit	The filings referenced for incorporation by reference are Company (Rexnord Corporation) filings (File No. 001-35475)

3.1	Amended and Restated Certificate of Incorporation	Exhibit 3.1 to the Company’s Form 8-K dated April 3, 2012

3.2	Amended and Restated By-Laws	Exhibit 3.1 to the Company’s Form 8-K dated July 14, 2014

3.3	Certificate of Designations	Exhibit 3.1 to the Company’s Form 8-K dated December 7, 2016

4.4	Form of Certificate	Exhibit 4.1 to the Company’s Form 8-K dated December 7, 2016

4.5	Deposit Agreement	Exhibit 4.2 to the Company’s Form 8-K dated December 7, 2016

4.6	Form of Depositary Receipt	Exhibit 4.3 to the Company’s Form 8-K dated December 7, 2016

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.