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    SEC Form 8-A12B filed by Shift4 Payments Inc.

    5/5/25 5:13:05 PM ET
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    8-A12B 1 d940145d8a12b.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

     

     

    SHIFT4 PAYMENTS, INC.

    (Exact Name of Registrant as Specified in Charter)

     

     

     

    Delaware   84-367640

    (State or other jurisdiction

    of incorporation)

      (IRS Employer
    Identification No.)

    3501 Corporate Parkway

    Center Valley, Pennsylvania

      18034
    (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 so registered

    6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share   The 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 or Regulation A offering statement file number to which this form relates: 333-286840

    Securities to be registered pursuant to Section 12(g) of the Act:

    None

     

     
     


    INFORMATION REQUIRED IN REGISTRATION STATEMENT

    Shift4 Payments, Inc. (the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), a prospectus supplement, dated April 30, 2025 (the “Prospectus Supplement”), and the accompanying prospectus, dated April 30, 2025 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”). The Prospectus Supplement related to the Registrant’s offering of its 6.00% Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share. The Prospectus forms a part of the Registration Statement on Form S-3 (File No. 333-286840), filed with the Commission on April 30, 2025.

     

    Item 1.

    Description of Registrant’s Securities to be Registered

    The descriptions under the headings “Description of Mandatory Convertible Preferred Stock” in the Prospectus Supplement and “Description of Capital Stock” in the Base Prospectus are incorporated by reference herein. Copies of such descriptions have been filed with The New York Stock Exchange.

     

    Item 2

    Exhibits.

     

    Exhibit
    No.
      

    Description

    3.1    Amended and Restated Certificate of Incorporation of Shift4 Payments, Inc., adopted as of June  4, 2020 (incorporated by reference from Exhibit 4.1 to Shift4 Payments, Inc.’s Registration Statement on Form S-8 filed June  9, 2020 (Commission File Number: 333-239042).
    3.2    Amended and Restated By-laws of Shift4 Payments, Inc., adopted as of June  4, 2020 (incorporated by reference from Exhibit 4.2 to Shift4 Payments, Inc.’s Registration Statement on Form S-8 filed June  9, 2020 (Commission File Number: 333-239042).
    3.3    Certificate of Designations of the 6.00% Series A Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on May 5, 2025 (incorporated by reference from Exhibit 3.1 to Shift4 Payment, Inc.’s Current Report on Form 8-K filed on May 5, 2025 (Commission File No: 001-39313)).
    4.1    Specimen Certificate of 6.00% Series A Mandatory Convertible Preferred Stock (contained in Exhibit 3.3 above).


    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, hereunto duly authorized.

     

       

    SHIFT4 PAYMENTS, INC.

    Date: May 5, 2025     By:   /s/ Jordan Frankel
          Name: Jordan Frankel
          Title: Secretary and General Counsel
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