UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
 
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
 
 
The Royal Bank of Scotland Group plc
(Exact name of registrant as specified in its charter)
 
   
United Kingdom
(State of incorporation
or organization)
None
(I.R.S. Employer
Identification No.)
 
RBS Gogarburn
PO Box 1000
Edinburgh EH12 1HQ
United Kingdom
(Address of principal executive offices)
   
Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
5.125% Subordinated Tier 2 Notes due 2024
  
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. :  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. o
 
Securities Act registration statement file number to which this form relates: 333-184147
 
Securities to be registered pursuant to Section 12(g) of the Act:   None.
 
 
 
 
 
 
 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
The Registrant has filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus supplement dated May 21, 2014 (the “Prospectus Supplement”) to a Prospectus dated September 28, 2012 (the “Prospectus”) relating to the securities to be registered hereunder included in the Registrant’s automatic shelf Registration Statement on Form F-3 (File No. 333-184147), which became automatically effective on September 28, 2012.  The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1.  Description of Registrant’s Securities to be Registered
 
The information required by this item is incorporated herein by reference to the information contained in the sections captioned “Description of Debt Securities” on pages 2 through 16 of the Prospectus, and “Description of the Subordinated Notes” on pages S-18 through S-26 and “Certain U.K. and U.S. Federal Tax Consequences”, on pages S-27 through S-30 of the Prospectus Supplement.
 
Item 2.  Exhibits

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement.

4.1
Subordinated Debt Securities Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
 
4.2
First Supplemental Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
 
4.3
Fourth Supplemental Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
 
4.4
Form of Global Note (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
 
99.1
Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on September 28, 2012 and May 21, 2014, respectively).

 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
 
  The Royal Bank of Scotland Group plc
(Registrant)
     
Date:  May 28, 2014
By:
/s/ Alan Ewing Mills
 
Name:
Alan Ewing Mills
 
Title:
Assistant Secretary


 
 
 
 
EXHIBIT INDEX
 
Exhibit
No.
Description of Exhibit
4.1
Subordinated Debt Securities Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
 
4.2
First Supplemental Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of December 4, 2012 (incorporated herein by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on December 4, 2012).
 
4.3
Fourth Supplemental Indenture between The Royal Bank of Scotland Group plc and The Bank of New York Mellon dated as of May 28, 2014 (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
 
4.4
Form of Global Note (incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 6-K (File No. 001-10306) filed with the Commission on May 28, 2014).
 
99.1
Prospectus and the Prospectus Supplement (incorporated herein to the extent provided above by reference to the Registrant’s filings under Rule 424(b) filed with the Commission on September 28, 2012 and May 21, 2014, respectively).