BKPC Bank of New York Mellon Corp. (The) Dep Shs Repstg 1/4000TH Perp Pfd Ser C

EXPLANATORY NOTE

The Bank of New York Mellon Corporation (the “Company”) hereby files this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2014 (File No. 333-198152) (the “2014 Registration Statement”), pursuant to which the Company, among other things, registered 30,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for issuance under The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “2014 LTIP”).

On April 9, 2019 (the “Effective Date”), at the Company’s 2019 Annual Meeting of Shareholders, the Company’s shareholders approved The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP”), which the Company’s Board of Directors had previously approved, subject to shareholder approval. In connection therewith, the 2019 LTIP replaced the 2014 LTIP with respect to awards granted after the Effective Date, and the shares of Common Stock remaining available for future awards under the 2014 LTIP as of the Effective Date were cancelled.

As of the Effective Date, 18,149,834 shares of Common Stock remained available for issuance under the 2014 LTIP and were not subject to outstanding awards under the 2014 LTIP. Therefore, in accordance with the undertakings contained in the 2014 Registration Statement, the Company hereby deregisters 18,149,834 shares of Common Stock that have not been and will not be issued under the 2014 LTIP. The 2014 Registration Statement will remain in effect to cover (i) the potential issuances of shares of Common Stock pursuant to terms of awards outstanding under the 2014 LTIP as of the Effective Date and (ii) the shares of Common Stock registered for issuance under The Bank of New York Mellon Corporation 401(k) Savings Plan.

Concurrently with the filing of this Post-Effective Amendment No. 1 to the 2014 Registration Statement, the Company is filing a Registration Statement on Form S-8 with the Commission to register 35,095,922 shares of Common Stock, representing the 35,000,000 shares of Common Stock authorized for issuance pursuant to the 2019 LTIP plus 95,922 shares of Common Stock subject to awards outstanding under the 2014 LTIP that were cancelled, terminated or expired for any reason without having been exercised in full on or after the Effective Date which will no longer be issued under the 2014 LTIP and which became available for issuance under the 2019 LTIP as of June 30, 2019 in accordance with the terms thereof.