Nokia Oyj : Post-effective amendment to an S-8 filing

As filed with the Securities and Exchange Commission on March 5, 2020

Registration No. 333-210545

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

POST-EFFECTIVE AMENDMENT NO. 2 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	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
	Karakaari 7, P.O. Box 226
	FI-00045 NOKIA GROUP
	Espoo, Finland
	[phone]
	(Address of principal executive offices)
	NOKIA RESTRICTED SHARE PLAN 2016
	(Full title of the plan)
	_______________
	Ronald A. Antush
	Nokia of America Corporation
	601 Data Drive
	Plano, Texas 75075
	[phone]
	(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
	[phone]

EXPLANATORY NOTE

Nokia Restricted Share Plan 2016

This Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 333-210545 (the "2016 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 2016 (the "2016 Restricted Share Plan"). The 2016 Registration Statement registered 1,350,000 Shares issuable pursuant to the 2016 Restricted Share Plan to employees of the Company. The 2016 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2016 Restricted Share Plan.

Filing Fee Offset

Contemporaneously with the filing of this Post-Effective Amendment No. 2 to the 2016 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. 2 to the 2016 Registration Statement is also being filed to carry over to the New Registration Statement the $580.21 portion of the registration fee previously paid by the Company in connection with the 2016 Registration Statement to register 990,000 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. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on March 5, 2020.

NOKIA CORPORATION

By:	/s/ Esa Niinimäki	By:	/s/ Ulla Nyberg
Name:	Esa Niinimäki	Name:	Ulla Nyberg
Title:	Deputy Chief Legal Officer, Corporate	Title:	Senior Legal Counsel, Corporate Legal

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 has been signed below by the following persons in the indicated capacities on March 5, 2020.

Members of the Board of Directors

/s/ Sari Baldauf	Vice Chair of the Board of Directors
Name: Sari Baldauf
/s/ Bruce Brown	Director
Name: Bruce Brown
/s/ Jeanette Horan	Director
Name: Jeanette Horan
/s/ Edward Kozel	Director
Name: Edward Kozel
/s/ Elizabeth Nelson	Director
Name: Elizabeth Nelson
/s/ Olivier Piou	Director
Name: Olivier Piou
/s/ Risto Siilasmaa	Chair of the Board of Directors
Name: Risto Siilasmaa
/s/ Søren Skou	Director
Name: Søren Skou
/s/ Carla Smits-Nusteling	Director
Name: Carla Smits-Nusteling
/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/ Ronald A. Antush Name: Ronald A. Antush