As filed with the Securities and Exchange Commission on March 23, 2017
 
Registration No. 333-187096
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

______________

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________

NOKIA CORPORATION
(Exact name of registrant as specified in its charter)

Republic of Finland
(State or other jurisdiction of incorporation or organization)
  
Not Applicable
(I.R.S. Employer
Identification Number)
 
Karaportti 3, P.O. Box 226
FI-00045 NOKIA GROUP
Espoo, Finland
+358 10 4488000
  
(Address of principal executive offices)
 
NOKIA RESTRICTED SHARE PLAN 2013
NOKIA EMPLOYEE SHARE PURCHASE PLAN 2013
(Full title of the plan)

_______________
Genevieve A. Silveroli
Nokia USA Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (972) 374-3000

(Name, address and telephone number of agent for service)

Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848 7171
 
 
  
 

EXPLANATORY NOTE
 
Nokia Restricted Share Plan 2013
 
This Post-Effective Amendment No. 3 to Registration Statement on Form S-8, Registration No. 333-187096 (the “2013 Registration Statement”) is being filed to deregister certain shares (the “Shares”) of Nokia Corporation (the “Company”) that were registered for issuance pursuant to the Nokia Restricted Share Plan 2013 (the “2013 Restricted Share Plan”).  The 2013 Registration Statement registered 4,500,000 Shares issuable pursuant to the 2013 Restricted Share Plan to employees of the Company.  The 2013 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2013 Restricted Share Plan.
 
Employee Share Purchase Plan 2013
 
This Post-Effective Amendment No. 3 to the 2013 Registration Statement is being filed to deregister certain Shares that were registered for issuance pursuant to the Nokia Employee Share Purchase Plan 2013 (the “2013 Employee Share Purchase Plan”).  The 2013 Registration Statement registered 905,000 Shares issuable pursuant to the 2013 Employee Share Purchase Plan to employees of the Company.  The 2013 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2013 Employee Share Purchase Plan.
 
Filing Fee Offset
 
Contemporaneously with the filing of this Post-Effective Amendment No. 3 to the 2013 Registration Statement, the Company is filing a Registration Statement on Form S-8 (the “New Registration Statement”) to register shares issuable under other of its employee benefit plans.  In accordance with Rule 457(p) under the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the 2013 Registration Statement is also being filed to carry over to the New Registration Statement the $2,560.06 portion of the registration fee previously paid by the Company in connection with the 2013 Registration Statement to register 5,250,000 Shares.
 
 
 
 
SIGNATURES
 
 
The Registrant.  Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on March 23, 2017.


NOKIA CORPORATION
           
           
By:  
 /s/ Riikka Tieaho
  
By:  
 /s/ Saana Nurminen
  
Name:
Riikka Tieaho
  
Name:
Saana Nurminen
  
Title:
Vice President, Corporate Legal
  
Title:
Director, Corporate and Equity
Plans Legal
  
 
 
 
 
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 has been signed below by the following persons in the indicated capacities on March 23, 2017.
 
Members of the Board of Directors
 
 
 
 
 
/s/ Bruce Brown
 
Director
Name:  Bruce Brown
 
 
 
 
 
/s/ Louis R. Hughes 
 
Director
Name: Louis R. Hughes
 
 
     
 
 
Director
Name: Jean C. Monty
 
 
 
 
 
/s/ Elizabeth Nelson
 
Director
Name:  Elizabeth Nelson
    
     
/s/ Olivier Piou
 
Vice Chairman, Director
Name:  Olivier Piou
 
 
 
 
 
/s/ Carla Smits-Nusteling
 
Director
Name: Carla Smits-Nusteling
 
 
 
 
 
/s/ Risto Siilasmaa
 
Chairman of the Board of Directors
Name: Risto Siilasmaa
 
 
 
 
 
/s/ Kari Stadigh 
 
Director
Name: Kari Stadigh
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
       
President and Chief Executive Officer:
       
       
 /s/ Rajeev Suri    
Name:
Rajeev Suri
    
       
       
       
Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
  
       
       
 /s/ Kristian Pullola    
Name:
Kristian Pullola
    
       
 
 
 
 
 
 
 
                  
       
Authorized Representative in the United States:
       
       
       
  /s/ Genevieve A. Silveroli    
Name:
Genevieve A. Silveroli