Securities Registration (section 12(b)) (8-a12b)
December 31 2018 - 6:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF l934
SANOFI
(Exact name of registrant as specified in its charter)
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France
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(RCS) 395 030 844
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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54, rue La Boétie, 75008 Paris, FRANCE
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75008
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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American Depositary Shares, each representing
one-half
of one ordinary share, par value 2 per share
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The NASDAQ Stock Market LLC
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Ordinary shares, par value 2 per share*
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The NASDAQ Stock Market LLC*
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*
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Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock
Market LLC. The American Depositary Shares represent the right to receive
one-half
of one Sanofi ordinary share and have been registered under the Securities Act of 1933, as amended, pursuant to a separate
Registration Statement on Form
F-6.
Accordingly, the American Depositary Shares are exempt from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule
12a-8
thereunder.
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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) or (e), please check the following box. ☒
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) or (e), please check the following box. ☐
If this form relates to the registration of a
class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration
statement or Regulation A offering statement file number to which this form relates (if applicable):
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
EXPLANATORY NOTE
SANOFI (the Registrant) is filing this Form
8-A
in connection with the transfer of the
listing of its American Depositary Shares (the ADSs), each representing
one-half
of one Sanofi ordinary share, from the New York Stock Exchange to the NASDAQ Global Select Market. The transfer of
the listing is to occur at the opening of trading on January 2, 2019.
Item 1.
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Description of Registrants Securities to be Registered.
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The Registrant hereby incorporates by reference (i) the description of the Registrants ordinary shares, par value 2 per share,
included in the Registrants Annual Report on Form
20-F,
filed with the Securities and Exchange Commission (the SEC) on March 7, 2018 (File
No. 001-31368),
under the headings Item 10. Additional Information B. Memorandum and Articles of Association Share Capital and (ii) the description of the Registrants
ADSs included in the second amended and restated deposit agreement filed as Exhibit 99(a) to the Registrants Post-Effective Amendment No. 1 to Form
F-6,
filed with the SEC on February 13, 2015
(Registration
No. 333-192032).
Under the Instructions as to Exhibits with respect to Form
8-A,
no exhibits are required to be filed as
part of this registration statement because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: December 31, 2018
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SANOFI
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(Registrant)
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By:
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/s/ Alexandra Roger
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Name:
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Alexandra ROGER
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Title:
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Head of Securities Law and Capital Markets
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