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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
 
HSBC HOLDINGS PLC
(Exact Name of Registrant as Specified in its Charter)
     
England and Wales   None
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or   Identification No.)
Organization)    
8 Canada Square
London E14 5HQ
United Kingdom

(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
     
    Name of each exchange on which
Title of each class to be so registered   each class is to be registered
   
4.875% Senior Unsecured Notes Due 2022   New York Stock Exchange
     
6.100% Senior Unsecured Notes Due 2042   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. þ
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. o
Securities Act registration statement file number to which this form relates: 333-158065
Securities to be registered pursuant to Section 12(g) of the Act:
None
 
(Title of Class)
 
 

 


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Item 1. Description of Registrant’s Securities to be Registered
Item 2. Exhibits
SIGNATURE
Exhibit 2
Exhibit 3


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INFORMATION REQUIRED IN REGISTRATION STATEMENT
     On March 17, 2009, HSBC Holdings plc (the Registrant) filed with the Securities and Exchange Commission (the Commission) a Registration Statement on Form F-3 (File No. 333-158065) (the Registration Statement) relating, among other securities, to subordinated debt securities of the Registrant. On April 16, 2010, the Registrant filed a post-effective amendment to the Registration Statement.
     On April 16, 2010, the Registrant filed with the Commission pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act) the base prospectus dated April 16, 2010, as supplemented by the prospectus supplement dated November 14, 2011 (the Prospectus and the Prospectus Supplement, respectively). The Prospectus and the Prospectus Supplement are incorporated herein by reference to the extent set forth below.
Item 1. Description of Registrant’s Securities to be Registered.
     Reference is made to the information set forth on pages 9 through 22 (under “Description of Debt Securities”) of the Prospectus, pages 36 through 43 of the Prospectus (under “Taxation”) and pages S-9 through S-10 (under “Description of Notes”) of the Prospectus Supplement, all of which information is incorporated by reference in this registration statement.
Item 2. Exhibits.
The following exhibits shall be, or have been, filed with the New York Stock Exchange, Inc. or the Securities and Exchange Commission:
1.   Indenture dated August 26, 2009 by and among HSBC Holdings plc, The Bank of New York Mellon, as trustee, and HSBC Bank USA, N.A., as paying agent, registrar and exchange rate agent (incorporated herein by reference to Exhibit 4.1(c) to the post effective amendment to the Registration Statement dated April 16, 2010).
 
2.   Senior Notes (global registered form).
 
3.   Resolutions of the Board of Directors of the Registrant providing for the issuance of the Senior Unsecured Notes.

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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.
             
    Registrant: HSBC Holdings plc    
 
           
 
  By:   /s/ Iain J. Mackay
 
   
 
  Name:   Iain J. Mackay    
 
  Title:   Group Finance Director    
Date: November 17, 2011

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