0001193125-20-153189.txt : 20200527 0001193125-20-153189.hdr.sgml : 20200527 20200527170002 ACCESSION NUMBER: 0001193125-20-153189 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200527 DATE AS OF CHANGE: 20200527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUIST FINANCIAL CORP CENTRAL INDEX KEY: 0000092230 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560939887 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10853 FILM NUMBER: 20916051 BUSINESS ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 3367332000 MAIL ADDRESS: STREET 1: 214 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: BB&T CORP DATE OF NAME CHANGE: 19970527 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NATIONAL CORP /NC/ DATE OF NAME CHANGE: 19920703 8-A12B 1 d918775d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

 

 

Truist Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

North Carolina   56-0939887

(State of Incorporation

or Organization)

  

(I.R.S. Employer

Identification No.)

 

214 North Tryon Street

Charlotte, North Carolina

(Address of Principal Executive Offices)

  

28202

(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 1/1,000th

interest in a share of Series O Non-Cumulative

Perpetual 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) 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 file number to which this Form relates: 333-233483

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

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Securities to Be Registered.

The description of the Depositary Shares being registered hereby, including the Series O Non-Cumulative Perpetual Preferred Stock which is represented by the Depositary Shares, is set forth in the Prospectus included in the Registration Statement on Form S-3 (No. 333-233483) of Truist Financial Corporation (formerly known as BB&T Corporation,) as filed with the Commission on August 27, 2019 and amended on September 5, 2019, and the final Prospectus Supplement dated May 19, 2020, as filed with the Commission on May 21, 2020, pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.

Item 2. Exhibits.

 

4.1    Articles of Amendment of Truist Financial Corporation with respect to Series O Non-Cumulative Perpetual Preferred Stock filed May 22, 2020 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Truist Financial Corporation filed May 27, 2020).
4.2    Deposit Agreement dated May  27, 2020 between Truist Financial Corporation and Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary (incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of Truist Financial Corporation filed May 27, 2020).
4.3    Form of Depositary Receipt (included as part of Exhibit 4.2).

SIGNATURE

Pursuant to be 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.

 

TRUIST FINANCIAL CORPORATION
By:  

/s/ Cynthia B. Powell

Name:   Cynthia B. Powell
Title:   Executive Vice President and Corporate Controller (Principal Accounting Officer)

Date: May 27, 2020