Deutsche Bank Trust Co Americas/ ADR F-6 POS Automatic registration for ADRs (post-effective amendment, foreign)

As filed with the United States Securities and Exchange Commission on July 22, 2014    333-177379

UNITED STATES

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 AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

Fresenius SE & Co. KGaA

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer’s name into English)

Germany

(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter)

60 Wall Street

New York, New York 10005

(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

(212)  894-8940

 (Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

(212) 250-9100

It is proposed that this filing become effective under Rule 466

     o  immediately upon filing

    x on August 4, 2014 at 8:30 am (EST)

If a separate registration statement has been filed to register the deposited shares, check the following box. o

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 1/ 4 of one ordinary share of Fresenius SE & Co. KGaA	n/a	n/a	n/a	n/a

* Each unit represents one American Depositary Share.

**  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 receipts evidencing American Depositary Shares.

This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a )(2) to this Post-Effective Amendment to Registration Statement on Form F-6 and incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

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 and bottom center
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	Face of Receipt, Upper right corner
	(ii)	The procedure for voting, if any, the deposited securities	Paragraph (15)
	(iii)	The collection and distribution of dividends	Paragraph (13)
	(iv)	The transmission of notices, reports and proxy soliciting material	Paragraphs (12), (14) and (15)
	(v)	The sale or exercise of rights	Paragraphs (2), (6), (13), (16) and (21)
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (13) and (16)
	(vii)	Amendment, extension or termin­ation of the deposit arrangements	Paragraphs (20) and (21) (no provision for extensions)
	(viii)	Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Paragraph (12)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (2), (3) and (4)

I-2

	(x)	Limitation upon the liability of the depositary	Paragraphs (6), (10), (15), (16), (17), (18) and (21)
3.	Fees and charges which may be imposed directly or indirectly against holders of Receipts		Paragraph (9)
Item 2.   AVAILABLE INFORMATION			Paragraph (12)

(a) As set forth in Paragraph (12) of the Form of Receipt constituting the prospectus included herein, Fresenius SE & Co. KGaA publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934") on its Internet Web site (http://www.fresenius.com) or through an electronic information delivery system generally available to the public in its primary trading market.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a )(1 ) Form of Deposit Agreement, dated as of      , 2011, by and among Fresenius SE & Co. KGaA, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. – Previously filed.

(a)(2) Form of Amendment to Deposit Agreement (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – 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 Company in effect at any time within the last three years. – Not Applicable.

(d) Opinion of 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) Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.

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 30 days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Fresenius SE & Co. KGaA, Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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 July 22, 2014 .

Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing 1/ 4 of one ordinary share of Fresenius SE & Co. KGaA Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
By:	/s/ James Kelly
	Name: James Kelly
	Title: Vice President
By:	/s/ Christopher Konopelko
	Name: Christopher Konopelko
	Title: Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fresenius SE & Co. KGaA 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 registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Bad Homburg, Republic of Germany on July 21, 2014 .

Fresenius SE & Co. KGaA Represented by Fresenius Management SE, as General Partner
By:	/s/ Dr. Ulf Mark Schneider
Name:  Dr. Ulf Mark Schneider
Title:    CEO and Chairman of the Management Board
By:	/s/ Dr. Jürgen Götz
Name:  Dr. Jürgen Götz
Title:    Member of the Management Board

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment has been signed by the following persons in the capacities indicated on July 21, 2014 .

Signatures	Capacity
/s/ Dr. Ulf Mark Schneider *	CEO and Chairman of the Management Board of the General Partner
Dr. Ulf Mark Schneider	(principal executive officer)
	Member of the Management Board of the General Partner
Mats Henriksson
/s/ Dr. Francesco De Meo *	Member of the Management Board of the General Partner
Dr. Francesco De Meo
/s/ Dr. Jürgen Götz *	Member of the Management Board of the General Partner
Dr. Jürgen Götz
	Member of the Management Board of the General Partner
Rice Powell
/s/ Stephan Sturm *	CFO and Member of the Management Board of the General Partner
Stephan Sturm	(principal financial and accounting officer)
/s/ Dr. Ernst Wastler *	Member of the Management Board of the General Partner
Dr. Ernst Wastler

*By: /s/ Dr. Ulf Mark Schneider

Name:  Dr. Ulf Mark Schneider

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 Fresenius SE & Co. KGaA, has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Lake Zurich, Illinois, on July 21, 2014 .

Authorized U.S. Representative
Fresenius Kabi Pharmaceuticals Holding, Inc.
By:	/s/ Ja ck C. Silhavy
Name: Jack C. Silhavy
Title:   Secretary

INDEX TO EXHIBITS

Exhibit Number

(a )(2 )  Form of Amendment to Deposit Agreement

( e)  Rule 466 Certification