As filed with the Securities and Exchange Commission on October 12, 2016        
Registration No.  333-178531
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549
                                                                                     
 
FORM F-6/A
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
                          
 
FUJI HEAVY INDUSTRIES LTD.
(Exact name of issuer of deposited securities as specified in its charter)
                          
 
N/A
 (Translation of issuer's name in English)
                          
 
JAPAN
(Jurisdiction of incorporation or organization of issuer)
                            
 
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
                            
 
388 Greenwich Street
New York, New York  10013
(212) 723-5435
  (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
                                    
 
CITIBANK, N.A. – DEPOSITARY RECEIPTS DEPARTMENT
388 Greenwich Street
New York, New York  10013
(212) 816-6690
(Name, address, including zip code, and telephone number, including area code of agent for service)
                                                                
 
It is proposed that this filing become effective under Rule 466:
            o   
immediately upon filing.
              x
on October 28, 2016 at 8:30 AM EST.
      
If a separate registration statement has been filed to register the deposited shares, check the following box:  o
 
 
 
 
 
 
The prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit (a) to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
 
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED


Item Number and Caption  
Location in Form of American
Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus
     
1. Name of Depositary and address of its principal executive office  
Face of Receipt - Introductory Article
       
2. Title of Receipts and identity of deposited securities  
Face of Receipt - Top center.
     
  Terms of Deposit:    
         
  (i)
The amount of deposited securities represented by one American Depositary Share (“ ADS ”)
 
Face of Receipt - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
 
Reverse of Receipt - Paragraphs 12, 14 and 17
         
  (iii)
The procedure for collecting and distributing dividends
 
Face of Receipt - Paragraphs 4 and 8;
Reverse of Receipt - Paragraphs 13, 14 and 17
         
  (iv)
The procedure for transmitting notices, reports and proxy soliciting material
 
Reverse of Receipt - Paragraphs 11 and 12
 
         
  (v)
The sale or exercise of rights
 
Reverse of Receipt - Paragraphs 13 and 14
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face of Receipt - Paragraphs 4 and 8;
Reverse of Receipt – Paragraphs 13, 14, 16 and 17
         
  (vii)
Amendment, extension or termination of the deposit arrangements
 
Reverse of Receipt – Paragraphs 18 and 19 (no provision for extension)
         
  (viii)
The rights that holders of Receipts have to inspect the transfer books of the Depositary and the list of Receipt holders
 
Face of Receipt - Paragraph 3
 
 
 
 
 
         
  (ix)
Any restrictions on the right to transfer or withdraw the underlying securities
 
Face of Receipt - Paragraphs 2, 4, 5, and 6
         
  (x)
Any limitation on the Depositary’s liability
 
Face of Receipt - Paragraphs 1 and 8; Reverse of Receipt - Paragraphs 12, 15 and 17
         
3. Fees and charges that a holder of Receipts may have to pay, either directly or indirectly  
Reverse of Receipt – Paragraph 20
       
Item 2. AVAILABLE INFORMATION   Reverse of Receipt - Paragraph 11
 
Based on the reasonable good faith belief of the Depositary after exercising reasonable diligence, the registrant represents that, as of the date hereof, Fuji Heavy Industries Ltd. (the “ Company ”) publishes in English the information contemplated in Rule 12g3-2(b) under the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on its internet website or through an electronic information delivery system generally available to the public in the Company's primary trading market.  As of the date hereof the Company's internet website is www.fhi.co.jp . The information so published by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission.
 
 
 
 
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.    EXHIBITS
 
(a)  The agreement between Citibank, N.A., as depositary (the “ Depositary ”), and all holders and beneficial owners from time to time of American Depositary Shares registered hereunder.  – Filed herewith as Exhibit (a).
 
(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. — None.
 
(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. — None.
 
(d)  Opinion of Patterson Belknap Webb & Tyler LLP, counsel for the Depositary, as to the legality of the securities to be registered.  – Previously Filed.
 
(e)  Certification under Rule 466.  – Filed herewith as Exhibit (e).
 
Item 4.  UNDERTAKINGS
 
Previously Filed
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 12 th day of October, 2016.
 
  Legal entity created by the agreement set forth in the American Depositary Receipts evidencing American Depositary Shares representing ordinary shares of Fuji Heavy Industries Ltd.  
     
 
CITIBANK, N.A., as Depositary
 
       
 
By:
/s/  Thomas Wood  
    Name: Thomas Wood  
    Title:   Vice President  
       
 
 
 
 
 
Index of Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
     
(a)
Form of ADR
 
     
(d)
Previously Filed
 
     
(e)
Rule 466 Undertaking
 
 
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