8-A12B 1 form8-anasdaqtransition.htm 8-A12B Document

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

NorthWestern Corporation
(Exact name of registrant as specified in its charter)

Delaware46-0172280
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3010 W. 69th Street, Sioux Falls, South Dakota57108
(Address of principal executive offices)(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each ClassName of Each Exchange on Which
to be so RegisteredEach Class is to be Registered
Common Stock, $.01 par valueThe 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: N/A
Securities to be registered pursuant to Section 12(g) of the Act: None




EXPLANATORY NOTE

NorthWestern Corporation d/b/a NorthWestern Energy (NorthWestern Energy) is filing this Form 8-A in connection with the transfer of the listing of its common stock, $.01 par value per share (Common Stock), from the New York Stock Exchange to The Nasdaq Stock Market LLC, effective after the close of trading on September 30, 2020.

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

The description of the Common Stock set forth under the caption “Description of Common Stock” contained in the Prospectus included in NorthWestern Energy’s Registration Statement on Form S-3 (Registration No. 333-223019), filed under the Securities Act of 1933, as amended, which became effective upon filing with the Securities and Exchange Commission on February 13, 2018, is incorporated herein by reference, except that any reference to the New York Stock Exchange is hereby amended to refer to The NASDAQ Stock Market.

Item 2. Exhibits

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NorthWestern Corporation 
By:/s/ Timothy P. Olson
Timothy P. Olson 
Corporate Secretary 
Date: September 30, 2020