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Registration of securities [Section 12(b)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 3)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

CF INDUSTRIES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

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: Not applicable

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

None

(Title of class)

EXPLANATORY NOTE

CF Industries Holdings, Inc., a Delaware corporation (the Company), registered its common stock, par value $0.01 per share, together with preferred stock purchase rights (the Rights), on a registration statement on Form 8-A filed with the Securities and Exchange Commission (the SEC) on August 8, 2005 and amended by Amendment No. 1 thereto filed with the SEC on September 3, 2010 and Amendment No. 2 thereto filed with the SEC on March 17, 2015 (such registration statement, as so amended, the Registration Statement).The Rights expired on March 31, 2015. This amendment to the Registration Statement (the Amendment) amends and restates items 1 and 2 of the Registration Statement in their entirety and eliminates reference to the Rights from the facing page of the Registration Statement, as amended by the Amendment.

Item 1. Description of Registrant s Securities to be Registered.

The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share, of which 500,000 have been designated Series A Junior Participating Preferred Stock. As of July 31, 2015, there were 233,047,785 shares of the Companys common stock outstanding and no shares of the Companys preferred stock outstanding.

The following description briefly summarizes certain information regarding the capital stock of the Company. This information does not purport to be complete and is subject in all respects to and qualified in its entirety by reference to the applicable provisions of the General Corporation Law of the State of Delaware, or the DGCL, and the Companys certificate of incorporation and bylaws. The Companys certificate of incorporation and bylaws, copies of which are included as exhibits to this registration statement, are incorporated by reference herein.

Common Stock

The outstanding shares of the Companys common stock are fully paid and nonassessable. The holders of the Companys common stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors. The holders of the Companys common stock have no preemptive rights and no rights to convert their common stock into any other securities. There are also no redemption or sinking fund provisions applicable to the Companys common stock.

Subject to the rights and preferences applicable to any shares of the Companys preferred stock outstanding at the time, holders of the Companys common stock are entitled to receive dividends when and as declared by the Companys board of directors from funds legally available therefor. In the event of any liquidation, dissolution or winding-up of the Companys affairs, after payment of all of the Companys debts and liabilities and subject to the rights and preferences applicable to any shares of the Companys preferred stock outstanding at the time, the holders of the Companys common stock will be entitled to receive the distribution of the Companys remaining assets.

The Companys common stock is listed on the New York Stock Exchange under the symbol CF. The transfer agent and registrar for the Companys common stock is Computershare.

Preferred Stock

The Companys board of directors has the authority, without further action by the Companys stockholders, to issue up to 50,000,000 shares of the Companys preferred stock in one or more classes or series and (other than in the case of the preferred stock designated as Series A Junior Participating Preferred Stock, the terms of which are set forth in the Companys certificate of incorporation) to fix for each such class or series the voting powers, if any; the designations, preferences and relative, participating, optional or other special rights; and the qualifications, limitations or restrictions thereof, including, without limitation:

· dividend rights and the dividend rate, if any;

· the rights and terms of conversion or exchange, if any;

· the rights and terms of redemption, if any, and the redemption price; and

· rights upon dissolution of, or upon any distribution of the assets of, the Company.

Any or all of the rights of any such class or series of the Companys preferred stock may be greater than the rights of the Companys common stock.

The 500,000 authorized shares of Series A Junior Participating Preferred Stock had been reserved for issuance upon the exercise of preferred stock purchase rights under a stockholder rights plan. The preferred stock purchase rights expired on March 31, 2015 without having been exercised.

Certain Provisions of the Companys Certificate of Incorporation and Bylaws and of Delaware Law

Provisions of the Companys certificate of incorporation and bylaws and of Delaware law, which are summarized below, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in such stockholders best interest, including those attempts that might result in a premium over the market price for the Companys common stock.

Removal of directors; filling vacancies on the board of directors

The Companys certificate of incorporation provides that the Companys board of directors will consist of not less than three nor more than fifteen members, the exact number of which will be fixed from time to time by the Companys board of directors. Any director, or the

entire board of directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

The Companys certificate of incorporation and bylaws provide that any newly created directorships on the Companys board of directors may only be filled by a majority of the board of directors then in office, provided that a quorum is present, and any other vacancy occurring on the board of directors may only be filled by a majority of the board of directors then in office, even if less than a quorum, or by a sole remaining director. No decrease in the number of directors constituting the board of directors may have the effect of shortening the term of any incumbent director.

These director vacancy provisions make it more difficult than it would be in the absence of such provisions for a stockholder to remove incumbent directors and gain control of the Companys board of directors by filling vacancies created by such removal with such stockholders own nominees.

Right to call special meetings of stockholders

Under the DGCL, special meetings of the Companys stockholders may be called by the Companys board of directors or by such person or persons as may be authorized by the Companys certificate of incorporation or bylaws. The Companys certificate of incorporation and bylaws provide that a special meetings of stockholders may be called by the chairman of the Companys board of directors, the Companys president or the Companys board of directors and also provide that, subject to applicable provisions of the Companys bylaws, a special meeting of stockholders will be called by the Companys Secretary upon written request of the holders of record of at least twenty-five percent (25%) of the voting power of all outstanding shares of common stock entitled to vote at such meeting, such voting power to be calculated in accordance with the bylaws. The Companys bylaws impose certain procedural requirements on stockholders requesting such a meeting (including the provision of the same information required for stockholder proposals and board nominees at annual meetings under the Companys advance notice bylaw provisions) and impose qualifications designed to prevent duplicative and unnecessary meetings.

Stockholder action by written consent

The Companys certificate of incorporation requires all stockholder actions to be...


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