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Printmgr File As filed with the Securities and Exchange Commission on November 12, 2015 Registration No. 333-206365 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nokia Corporation (Exact name of registrant as specified in its charter) Republic of Finland 3663 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Karaportti 3, FI-02610 Espoo, Finland, +358 (0) 10-448-8000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Genevieve A. Silveroli, Nokia USA Inc., 6000 Connection Drive, Irving, Texas 75039, +1 (972) 374-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Riikka Tieaho Scott V. Simpson Vice President, Corporate Legal Michal Berkner Nokia Corporation Skadden, Arps, Slate, Meagher & Flom (UK) LLP Karaportti 3 40 Bank Street FI-02610 Espoo London E14 5DS Finland United Kingdom Tel. No.: +358 (0) 10-448-8000 Tel. No.: +44 20-7519-7000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. 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. ‘ 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) È The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine. Exchange Offer/Prospectus The U.S. Offer to exchange Alcatel Lucent Shares and OCEANEs set forth in this exchange offer/prospectus is not made to any person located in the European Economic Area and the U.S. Offer to exchange Alcatel Lucent ADSs set forth in this exchange offer/prospectus is only made to persons located in the European Economic Area pursuant to an exemption or exemptions from the Prospectus Directive (Directive 2003/71/EC, as amended). In addition, for the purposes of the proposed French Offer and Admission (both terms as defined below), this exchange offer/prospectus is not offer documentation or a prospectus and no such person should subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in the prospectus approved by the Finnish Financial Supervisory Authority and “passported” in France in accordance with the Prospectus Directive (the “Listing Prospectus”), and the separate French Offer documentation filed with the French stock market authority (Autorité des marchés financiers, or “AMF”) (the “French Offer Documentation”), which in each case are proposed to be published by Nokia in due course in connection with the proposed French Offer and the Admission of the Nokia Shares to Euronext Paris. A copy of the Listing Prospectus and the French Offer Documentation will, following publication, be available on Nokia’s website at www.nokia.com. None of the Listing Prospectus, the French Offer Documentation or the information on Nokia’s website forms a part of this exchange offer/prospectus, nor are such documents incorporated by reference herein. U.S. Offer to Exchange All Ordinary Shares held by U.S. Holders American Depositary Shares OCEANEs held by U.S. Holders of ALCATEL LUCENT for 0.5500 Nokia Share per Alcatel Lucent Ordinary Share 0.5500 Nokia American Depositary Share per Alcatel Lucent American Depositary Share 0.6930 Nokia Share per 2018 Alcatel Lucent OCEANE 0.7040 Nokia Share per 2019 Alcatel Lucent OCEANE 0.7040 Nokia Share per 2020 Alcatel Lucent OCEANE by NOKIA CORPORATION Nokia Corporation (“Nokia”), a Finnish corporation, is conducting, upon the terms and subject to the conditions set forth in this exchange offer/prospectus and the French Offer Documentation, an exchange offer comprised of two offers (separately, the “U.S. Offer” and the “French Offer” and collectively, the “Exchange Offer”). The U.S. Offer is being made pursuant to this exchange offer/ prospectus to: • all U.S. holders (within the meaning of Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”)) of outstanding ordinary shares, nominal value EUR 0.05 per share (the “Alcatel Lucent Shares”) of Alcatel Lucent, a French société anonyme (“Alcatel Lucent”), • all holders of outstanding Alcatel Lucent American depositary shares, each representing one Alcatel Lucent Share (the “Alcatel Lucent ADSs”), wherever located, and • all U.S. holders of outstanding (i) EUR 628 946 424.00 Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on July 1, 2018 (the “2018 OCEANEs”), (ii) EUR 688 425 000.00 Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on January 30, 2019 (the “2019 OCEANEs”) and (iii) EUR 460 289 979.90 Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on January 30, 2020 (the “2020 OCEANEs” and, together with the 2018 OCEANEs and the 2019 OCEANEs, the “OCEANEs” and, together with the Alcatel Lucent Shares and the Alcatel Lucent ADSs, the “Alcatel Lucent Securities”). Holders of Alcatel Lucent ADSs located outside of the United States may participate in the U.S. Offer only to the extent the local laws and regulations applicable to those holders permit them to participate in the U.S. Offer. Holders of Alcatel Lucent Securities who are restricted from participating in the U.S. Offer pursuant to the Sanctions (as defined below) may not participate in the U.S. Offer. For every Alcatel Lucent Share you validly tender into, and do not withdraw from, the U.S. Offer, you will receive 0.5500 share of Nokia (a “Nokia Share”). For every Alcatel Lucent ADS you validly tender into, and do not withdraw from, the U.S. Offer, you will receive 0.5500 Nokia American depositary share (a “Nokia ADS”), each Nokia ADS representing one Nokia Share. For every 2018 OCEANE you validly tender into, and do not withdraw from, the U.S. Offer, you will receive 0.6930 Nokia Share, for every 2019 OCEANE you validly tender into, and do not withdraw from, the U.S. Offer, you will receive 0.7040 Nokia Share, and for every 2020 OCEANE you validly tender into, and do not withdraw from, the U.S. Offer, you will receive 0.7040 Nokia Share. The French Offer to exchange 0.5500 Nokia Share for every Alcatel Lucent Share, 0.6930 Nokia Share for every 2018 OCEANE, 0.7040 Nokia Share for every 2019 OCEANE, and 0.7040 Nokia Share for every 2020 OCEANE, is being made pursuant to the French Offer Documentation available to holders of Alcatel Lucent Shares and OCEANEs located in France (holders of Alcatel Lucent Shares and OCEANEs located outside of France may not participate in the French Offer except if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the French Offer). No fractional Nokia Shares or fractional Nokia ADSs will be issued. Holders of Alcatel Lucent Securities tendering into the U.S. Offer or the French Offer will receive cash in lieu of any fractional Nokia Shares or Nokia ADSs to which such holders may otherwise be entitled, following the implementation of a mechanism to resell such fractional Nokia Shares or Nokia ADSs. Holders of options to acquire Alcatel Lucent Shares (“Alcatel Lucent Stock Options”) who wish to tender in the Exchange Offer or the subsequent offering period, if any, must exercise their Alcatel Lucent Stock Options, and Alcatel Lucent Shares must be issued to such holders prior to the Expiration Date (as defined below) or the expiration of the subsequent offering period, as applicable. Pursuant to the Memorandum of Understanding dated April 15, 2015 between Nokia and Alcatel Lucent, as amended on October 28, 2015 (the “Memorandum of Understanding”), Alcatel Lucent agreed to accelerate or waive certain terms of the Alcatel Lucent Stock Options, subject to certain conditions. Restricted stock granted by Alcatel Lucent (“Alcatel Lucent Performance Shares”) cannot be tendered in the Exchange Offer or the subsequent offering period, if any, unless such Alcatel Lucent Performance Shares have vested and are transferable prior to the Expiration Date (as defined below) or the expiration of the subsequent offering period, as applicable. Pursuant to the Memorandum of Understanding, Nokia and Alcatel
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