Edgar Filing: National General Holdings Corp.

Date July 7, 2016

/s/ Jeffrey Weissmann

Jeffrey Weissmann

General Counsel and Secretary

Form 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 (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

National General Holdings Corp.

(Exact name of registrant as specified in its charter)


Delaware		27-1046208
(State or incorporation or organization)		(IRS Employer Identification No.)

59 Maiden Lane, 38^th Floor,

New York, New York

10038

(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

National General Holdings Corp. Depositary Shares, each
Representing 1/40^th of a Share of 7.50% Non-Cumulative
Preferred Stock, Series C

The 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), check the following box. x

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:

333-204903

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

None

(Title of Class)

Item 1.

Description of Registrant’s Securities to be Registered

The securities to be registered hereby are the Depositary Shares (the “Depositary Shares”), each representing 1/40^th of a share of 7.50% Non-Cumulative Preferred Stock, Series C, par value $0.01 per share and liquidation preference $1,000 per share (the “Preferred Stock”) of National General Holdings Corp. (the “Company”). The descriptions of the terms of the Depositary Shares and the underlying Preferred Stock set forth under the headings “Description of the Depositary Shares” and “Description of the Series C Preferred Stock,” respectively, in the Company’s Prospectus Supplement, dated June 29, 2016, to the Prospectus, dated June 12, 2015, which constitutes a part of the Company’s Registration Statement on Form S-3 (File No. 333-204903), filed under the Securities Act of 1933, as amended, are hereby incorporated herein by reference.

Item 2.

Exhibits.


Exhibit No.		Description

3.1		Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-190454) filed on August 7, 2013).

3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No. 333-190454) filed on August 7, 2013).

3.3		Certificate of Designations of 7.50% Non-Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 7, 2016).

4.1		Form of stock certificate evidencing 7.50% Non-Cumulative Preferred Stock, Series C (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 7, 2016).

4.2		Form of depositary receipt (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 7, 2016).

4.3		Deposit Agreement, dated July 7, 2016, among National General Holdings Corp., American Stock Transfer & Trust Company, LLC and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 7, 2016).

SIGNATURES

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.



						National General Holdings Corp.


						(Registrant)