As filed with the Securities and Exchange Commission on November 23, 2020
Registration No. 333-240094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
FIAT CHRYSLER AUTOMOBILES N.V.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
__________________
The Netherlands 3711 Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer
Identification Number)

25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
__________________
Richard K. Palmer
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Name, address, including zip code and telephone number including area code, of agent for service)
__________________
Copies to:


Scott Miller
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Tel. No.: 212-558-4000
Giorgio Fossati
Fiat Chrysler Automobiles N.V.
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
George Stephanakis
Cravath, Swaine & Moore LLP
CityPoint, 1 Ropemaker Street
London EC2Y 9HR
United Kingdom
Tel. No.: +44 (0)20 7453 1040
Mark Rollinger
Peugeot S.A.
Route de Gisy
78140 Vélizy-Villacoublay
France
Tel No.: +33 (0) 1 55 948100
__________________
Approximate date of commencement of proposed sale to the public: As promptly as practicable after the date this Registration Statement becomes effective and upon the satisfaction or waiver of all other conditions to the consummation of the merger described in this prospectus.
__________________
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   333-240094
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company  
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
__________________











EXPLANATORY NOTE

We are filing this Post-Effective Amendment No. 1 pursuant to Rule 462(d) of the Securities Act of 1933, as amended, for the sole purpose of filing additional exhibits to the Registration Statement No. 333-240094. Accordingly, this Post-Effective Amendment No. 1 will become effective immediately upon filing with the Securities and Exchange Commission.













































Item 21. Exhibits and Financial Statements Schedules.
(a) Exhibits
The following exhibits are filed as part of this Registration Statement, unless otherwise indicated.
2.1 Combination Agreement by and between Fiat Chrysler Automobiles N.V. and Peugeot S.A., dated as of December 17, 2019 (included as Appendix A to the prospectus forming part of this registration statement)
2.2 Amendment to Combination Agreement by and between Fiat Chrysler Automobiles N.V. and Peugeot S.A., dated as of September 14, 2020 (included as Appendix B to the prospectus forming part of this registration statement)
2.3*** English version of the Common Draft Terms of the Cross-Border Merger, between Fiat Chrysler Automobiles N.V. and Peugeot S.A., dated as of October 27, 2020
3.1
3.2
3.3 English translation of the Form of Articles of Association of Stellantis at the Governance Effective Time (included as Appendix F to the prospectus forming part of this registration statement)
3.4*** Form of Regulations of the Board of Directors of Stellantis
4.1
4.2
4.3
4.4
There have not been filed as exhibits to this Form F-4 certain long-term debt instruments, none of which relates to indebtedness that exceeds 10% of the consolidated assets of Fiat Chrysler Automobiles N.V. Fiat Chrysler Automobiles N.V. agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument defining the rights of holders of long-term debt of Fiat Chrysler Automobiles N.V. and its consolidated subsidiaries.
5.1*****
Opinion of De Brauw Blackstone Westbroek N.V. as to the legality of the securities being registered
8.1*****
Opinion of Loyens & Loeff N.V. with respect to material Dutch tax consequences of the transaction
8.2*****
Opinion of Bredin Prat S.A.S. with respect to material French tax consequences of the transaction
8.3*****
Opinion of Cravath, Swaine & Moore LLP with respect to material U.S. tax consequences of the transaction
8.4*****
Opinion of Sullivan & Cromwell LLP with respect to material U.K. tax consequences of the transaction
8.5*****
Opinion of Maisto e Associati with respect to material Italian tax consequences of the transaction
10.7** Undertaking letter, dated September 14, 2020, by and between Exor N.V. and Fiat Chrysler Automobiles N.V.
10.8** Undertaking letter, dated September 17, 2020, by and among Bpifrance Participations S.A., Lion Participations S.A.S. and Peugeot S.A.


10.9** Undertaking letter, dated September 14, 2020, by and among Dongfeng Motor Group Co. Ltd., Dongfeng Motor (Hong Kong) International Co Ltd. and Peugeot S.A.
10.10** Undertaking letter, dated September 14, 2020, by and among Établissements Peugeot Frères S.A., FFP S.A. and Peugeot S.A.
23.1*****
Consent of EY S.p.A.
23.2*****
Consent of Ernst & Young et Autres and Mazars
23.3*****
Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.1)
23.4*****
Consent of Loyens & Loeff N.V. (included in Exhibit 8.1)
23.5*****
Consent of Bredin Prat S.A.S. (included in Exhibit 8.2)
23.6*****
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.3)
23.7*****
Consent of Sullivan & Cromwell LLP (included in Exhibit 8.4)
23.8*****
Consent of Maisto e Associati (included in Exhibit 8.5)
24.1* Power of Attorney
99.1* Consent of Carlos Tavares
99.2*****
Consent of Goldman Sachs International
99.3* Consent of d’Angelin & Co.
99.4** Consent of Perella Weinberg UK Limited
99.5** Consent of Fiona Clare Cicconi
99.6** Consent of Wan Ling Martello
99.7** Consent of James Kevin Scott
99.8*** Consent of Henri de Castries
99.9*** Consent of Jacques de Saint-Exupéry
99.10*** Consent of Nicolas Dufourcq
99.11*** Consent of Ann Frances Godbehere
99.12*** Consent of Robert Peugeot
99.13**** Board Report of Fiat Chrysler Automobiles N.V. with respect to the Common Draft Terms of the Cross-Border Merger between Fiat Chrysler Automobiles N.V. and Peugeot S.A.
________________________________________________________________________________________________________________________________
*    Previously filed with the SEC with the Form F-4 filed on July 24, 2020.
**    Previously filed with the SEC with Amendment No. 1 to Form F-4 filed on September 28, 2020.
***    Previously filed with the SEC with Amendment No. 2 to Form F-4 filed on November 5, 2020.
****    Previously filed with the SEC with Amendment No. 3 to Form F-4 filed on November 16, 2020.
*****    Previously filed with the SEC with Amendment No. 4 to Form F-4 filed on November 18, 2020



SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom on this 23rd day of November, 2020.
Fiat Chrysler Automobiles N.V.
By: /s/ Richard K. Palmer
Name: Richard K. Palmer
Title: Chief Financial Officer




Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 23, 2020:
Name Title
*
John Elkann Chairman and Director
*
Michael Manley Principal Executive Officer and Director
/s/ Richard K. Palmer
Richard K. Palmer Principal Financial Officer and Director
*
Jon K. Nelson Controller
*
John Abbott Director
*
Andrea Agnelli Director
*
Tiberto Brandolini d’Adda Director
*
Glenn Earle Director
*
Valerie A. Mars Director
*
Ronald L. Thompson Director
*
Michelangelo A. Volpi Director
*
Patience Wheatcroft Director
*
Ermenegildo Zegna Director
*
Christopher J. Pardi Authorized Representative in the United States

By: /s/ Richard K. Palmer
Richard K. Palmer
Attorney-in-Fact


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