PART I
Item 1. Exchange Act Reporting History
A. Canon Inc. (Canon) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), in May 1969, in connection with Canons public offering of its 6 1/2% Convertible Debentures due 1984 issued on May 26, 1969.
Canons ADSs had been quoted on the National Association of Securities Dealers Automated Quotation system (NASDAQ) from 1972
to September 13, 2000 under the symbol CANNY. On September 14, 2000, Canon listed its ADSs on the New York Stock Exchange (NYSE) under the symbol CAJ.
On February 24, 2023, Canon filed a Form 25 with the Securities and Exchange Commission (the Commission) in connection with
its delisting of its ADSs from the NYSE. The delisting took effect on March 6, 2023.
B. Canon has filed or submitted all reports
required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. Canon has filed at least one annual report under Section 13(a) of the
Exchange Act.
Item 2. Recent United States Market Activity
Canons securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, which was
completed on June 2, 1981.
Item 3. Foreign Listing and Primary Trading Market
A. Canon maintains a listing of its common stock on the Tokyo Prime Market of the Tokyo Stock Exchange (the TSE) in Tokyo, Japan.
Canons common stock is also listed on three other regional markets in Japan (Nagoya, Fukuoka and Sapporo). Japan constitutes the primary trading market for Canons common stock, as that term is defined in Rule 12h-6(f) under the Exchange Act.
B. Canons common stock was initially listed on the TSE on
May 16, 1949. Canons common stock was initially listed on the Nagoya Stock Exchange, the Fukuoka Stock Exchange and the Sapporo Stock Exchange on June 21, 1954, June 22, 1954 and January 5, 1970, respectively. Canon has
maintained the listing of its common stock on each of these exchanges in Japan since the respective date of its initial listing, including during the 12 months preceding the filing of this Form 15F.
C. The percentage of trading in Canons common stock that occurred in Japan for the 12-month
period from February 1, 2023 to January 31, 2024 (both dates inclusive) was 97.24% of the worldwide trading volume.
Item 4.
Comparative Trading Volume Data
A. The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) started on February 1, 2023 to January 31, 2024 (the Applicable Period).
B. The average daily trading volume (ADTV) of the common stock of Canon in the United States for the Applicable Period was 109,871
shares. The ADTV of the common stock of Canon on a worldwide basis for the Applicable Period was 4,066,374 shares.
C. The ADTV of the
common stock of Canon in the United States for the Applicable Period was 2.70% of the ADTV of the common stock of Canon on a worldwide basis for the Applicable Period.
D. Canon delisted its ADSs from the NYSE effective March 6, 2023. As of March 6, 2023, the ADTV of Canons common stock in the
United States (including off-exchange and on-exchange transactions) as a percentage of the ADTV for Canons common stock on a worldwide basis for the preceding 12-month period was 8.64%.
E. Canon has not terminated its sponsored American Depositary Receipt
(ADR) facility regarding its common stock.
F. The source of the trading volume information used for determining whether Canon
meets the requirements of Rule 12h-6 is Bloomberg L.P.