SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Form 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
 
For the month of: September, 2016
 
Commission File Number: 002-09048
                                                                                        
 
THE BANK OF NOVA SCOTIA
(Name of registrant)
 
 
44 King Street West, Scotia Plaza 8th floor, Toronto, Ontario, M5H 1H1
Attention: Secretary’s Department (Tel.: (416) 866-3672)
 
(Address of Principal Executive Offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F ___    Form 40-F  X  
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___
 
This report on Form 6-K shall be deemed to be incorporated by reference in The Bank of Nova Scotia's registration statements on Form S-8 (File No. 333-199099), Form F-3 (File No. 333-185049), Form F-3 (File No. 333-200089) and Form F-3 (File No. 333-188984) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
THE BANK OF NOVA SCOTIA
 
 
 
Date: September 16, 2016
By:
/s/ Shane Dolgin                                                                             
 
 
Name: Shane Dolgin
 
 
Title: Senior Vice President, Public, Corporate and Government Affairs
 
EXHIBIT INDEX
 
Exhibit
Description of Exhibit
   
Scotiabank Announces Completion of NVCC Preferred Shares Offering
 
Exhibit 99.1
 
 
Not for distribution or dissemination in the United States
 
Scotiabank Announces Completion of NVCC Preferred Shares Offering
 
TORONTO, ON – (Marketwired – September 16, 2016) – The Bank of Nova Scotia ("Scotiabank") (TSX, NYSE: "BNS") today announced that it has completed the domestic public offering of Non-cumulative 5-Year Rate Reset Preferred Shares Series 38 (Non-Viability Contingent Capital (NVCC)) (the "Preferred Shares Series 38").

Scotiabank sold 20 million Preferred Shares Series 38 at a price of $25.00 per share and holders will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending January 26, 2022, yielding 4.85% per annum, as and when declared by the Board of Directors of Scotiabank. The gross proceeds of the offering were $500 million.
 
The offering was made through a syndicate of underwriters led by Scotia Capital Inc. The Preferred Shares Series 38 commenced trading on the Toronto Stock Exchange today under the symbol BNS.PR.H.
 
On January 27, 2022 and on January 27 every five years thereafter, Scotiabank may, at its option, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem all or any number of the then outstanding Preferred Shares Series 38 at a redemption price which is equal to par. Thereafter, the dividend rate will reset every five years at a rate equal to 4.19% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series 38 will, subject to certain conditions, have the right to convert all or any part of their shares to Non-cumulative Floating Rate Preferred Shares Series 39 (Non-Viability Contingent Capital (NVCC)) (the "Preferred Shares Series 39") of Scotiabank on January 27, 2022 and on January 27 every five years thereafter.

Holders of the Preferred Shares Series 39 will be entitled to receive a non-cumulative quarterly floating dividend at a rate equal to the 3-month Government of Canada Treasury Bill yield plus 4.19%, as and when declared by the Board of Directors of Scotiabank. Holders of Preferred Shares Series 39 will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series 38 on January 27, 2027 and on January 27 every five years thereafter.
 
The Preferred Shares Series 38 have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws and, subject to certain exceptions, may not be offered, sold, or delivered directly or indirectly, within the United States of America, its territories and possessions or to, or for the account or benefit of, U.S. persons. This release does not constitute an offer to sell or a solicitation to buy the Preferred Shares Series 38 in the United States.
 

About Scotiabank
Scotiabank is Canada's international bank and a leading financial services provider in North America, Latin America, the Caribbean and Central America, and Asia-Pacific. We are dedicated to helping our 23 million customers become better off through a broad range of advice, products and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. With a team of more than 88,000 employees and assets of $907 billion (as at July 31, 2016), Scotiabank trades on the Toronto (TSX: BNS) and New York Exchanges (NYSE: BNS). Scotiabank distributes the Bank's media releases using Marketwired. For more information, please visit www.scotiabank.com and follow us on Twitter @ScotiabankViews.
 
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For Investor Relations enquiries only:
Jake Lawrence
Investor Relations
Scotiabank
(416) 866-5712
 jake.lawrence@scotiabank.com

For further information:
Christy Bunker
Group Treasury
Scotiabank
(416) 933-7974
christy.bunker@scotiabank.com