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
TWO HARBORS INVESTMENT
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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27-0312904
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(State
of Incorporation or Organization)
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(I.R.S.
Employee Identification Number)
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601
Carlson Parkway, Suite 330
Minnetonka,
MN
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55305
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be registered
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Name
of each exchange on which
each
class is to be registered
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Common
Stock, $0.01 per share
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New
York Stock Exchange
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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 (if
applicable): Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None
Explanatory
Note
This
Registration Statement on Form 8-A is being filed by the Registrant in
connection with the registration of its Common Stock, par value $0.01 per share,
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the
transfer of the listing of the Common Stock to the New York Stock Exchange. The
Common Stock had previously been registered on the NYSE Amex LLC under
Section 12(b) of the Exchange Act.
ITEM
1.
DESCRIPTION
OF REGISTRANT’S SECURITIES TO BE REGISTERED.
Common
stock, par value $0.01 per share, of Two Harbors Investment Corp. (the
“Registrant”) is to be registered hereby. A description of the common stock is
contained in the Registrant’s Registration Statement, Post Effective Amendment
No. 1 to Form S-11 on Form S-3, filed with the Securities and Exchange
Commission on November 1, 2010, Reg. No. 333-163034, as amended (the
“Registration Statement”), under the captions “Description of Securities” and
“Certain Provisions of the Maryland General Corporation Law and Two Harbors’
Charter and Bylaws.” Such information is incorporated herein by
reference to such section of the Registration Statement.
ITEM
2.
EXHIBITS.
Not
applicable.
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, thereto duly authorized.
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TWO
HARBORS INVESTMENT CORP.
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By:
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/s/ Jeff
Stolt
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Jeff
Stolt
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Chief
Financial Officer
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Date: February
10, 2011