Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on March 2, 2017
 
 Registration No.  333-192740
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
Novo Nordisk A/S
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

Denmark
(Jurisdiction of incorporation or organization of issuer)

JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Curtis G. Oltmans
Novo Nordisk Inc.
103 Foulk Rd., Ste 282
Wilmington, Delaware 19803, USA
Telephone (609) 987 4875
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York,  New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)        
 
If a separate registration statement has been filed to register the deposited shares, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per
unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one  B share of Novo Nordisk A/S
n/a
n/a
n/a
n/a
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 

PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the form of Amendment No. 1 to the Amended and Restated Deposit Agreement filed as exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1) Name and address of Depositary  
Introductory paragraph and bottom of face of American Depositary Receipt
         
(2) Title of American Depositary Receipts and identity of deposited securities  
Face of American Depositary Receipt, top center
         
  Terms of Deposit:    
         
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
  (ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
         
  (iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
         
  (v)
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
         
  (viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
  
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
         
  (x)
Limitation upon the liability of the Depositary
  
Paragraph (14)
         
(3) Fees and Charges  
Paragraph (7)
 
 
 
 

 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus 
       
(b)
Statement that Novo Nordisk A/S is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the  EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
 
Paragraph (8)
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Novo Nordisk A/S (the "Company"), JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Previously filed as Exhibit (a) to Registration Statement No. 333-168740 incorporated herein by reference.
 
 
(a)(2)
Form of Amendment to Deposit Agreement, including the form of American Depositary Receipt.  Filed herewith as Exhibit (a)(2).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Previously filed.
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.  Previously filed.
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 2, 2017.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
       
  By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name: 
Gregory A. Levendis
 
  Title: Executive Director  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Novo Nordisk A/S certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on March 2, 2017.
 
 
NOVO NORDISK A/S
 
       
 
By:
/s/ Lars Fruergaard Jørgensen  
  Name: 
Lars Fruergaard Jørgensen
 
  Title:
President and Chief Executive Officer
  
       
Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on March 2, 2017, in the capacities indicated.
 
Signature
  
Title
     
/s/ Lars Fruergaard Jørgensen
 
President and Chief Executive Officer
Lars Fruergaard Jørgensen
   
     
/s/ Jesper Brandgaard
  
Chief Financial Officer
Jesper Brandgaard
    
     
/s/ Göran Ando*
 
Chairman of the Board of Directors
Göran Ando
    
     
/s/ Jeppe Christiansen*
 
Vice Chairman of the Board of Directors
Jeppe Christiansen
    
     
   
Director
Brian Daniels
   
     
/s/ Bruno Angelici*
 
Director
Bruno Angelici
    
     
/s/ Liz Hewitt*
 
Director
Liz Hewitt
    
 
 
 
 
 
     
   
Director
Sylvie Grégoire
   
     
   
Director
Liselotte Hyveled
   
     
/s/ Anne Marie Kverneland*
 
Director
Anne Marie Kverneland
    
     
   
Director
Mary Szela
   
     
/s/ Stig Strøbæk*
 
Director
Stig Strøbæk
    
     
/s/ Søren Thuesen Pedersen*
 
Director
Søren Thuesen Pedersen
    
 
*By:
/s/ Jesper Brandgaard
   
Name: 
Jesper Brandgaard
   
Title:  
Power of Attorney
   
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Delaware on March 2, 2017.
 
 
Authorized U.S. Representative
  
       
 
By:
/s/ Curtis G. Oltmans  
  Name: 
Curtis G. Oltmans
  
       
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit Number
    
(a)(2)
Form of  Amendment to Deposit Agreement, including the form of  ADR
 
(e)
Rule 466 Certification