As filed with the Securities and Exchange Commission on [___], 2018  
Registration No. 333-202866
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
(State or other jurisdiction of incorporation or organization)
  
Not Applicable
(I.R.S. Employer
Identification Number)
 
Karaportti 3, P.O. Box 226
FI-00045 NOKIA GROUP
Espoo, Finland
+358 10 4488000
  
(Address of principal executive offices)
 
NOKIA PERFORMANCE SHARE PLAN 2015
NOKIA EMPLOYEE SHARE PURCHASE PLAN 2015
 (Full title of the plan)
 
_______________
Ronald A. Antush
Nokia USA Inc.
601 Data Drive
Plano, Texas 75075
+1 (469) 991-0336

(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
+1 (212) 848 7171
 
 
 
 
EXPLANATORY NOTE
 
Nokia Performance Share Plan 2015
 
This Post-Effective Amendment No. 2 to Registration Statement on Form S-8, Registration No. 333-202866 (the “2015 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 Performance Share Plan 2015 (the “2015 Performance Share Plan”).  The 2015 Registration Statement registered 6,000,000 Shares issuable pursuant to the 2015 Performance Share Plan to employees of the Company.  The 2015 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2015 Performance Share Plan.
 
Nokia Employee Share Purchase Plan 2015
 
This Post-Effective Amendment No. 2 to the 2015 Registration Statement on is being filed to deregister certain Shares that were registered for issuance pursuant to the Nokia Employee Share Purchase Plan 2015 (the “2015 Employee Share Purchase Plan”).  The 2015 Registration Statement registered 500,000 Shares issuable pursuant to the 2015 Employee Share Purchase Plan to employees of the Company.  The 2015 Registration Statement is hereby amended to deregister all Shares that were previously registered and that remain unissued under the 2015 Employee Share Purchase Plan.
 
Filing Fee Offset
 
Contemporaneously with the filing of this Post-Effective Amendment No. 2 to the 2015 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 2015 Registration Statement is also being filed to carry over to the New Registration Statement the $3,911.95 portion of the registration fee previously paid by the Company in connection with the 2015 Registration Statement to register 4,395,000 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 22, 2018
 
 
NOKIA CORPORATION
           
           
By:  
/s/ Jussi Koskinen
  
By:  
 /s/ Saana Nurminen
  
Name:
Jussi Koskinen
  
Name:
Saana Nurminen
  
Title:
Vice President, Corporate Legal
  
Title:
Director, Corporate and
Equity Plans 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 22, 2018.
 
Members of the Board of Directors
 
     
/s/ Bruce Brown
 
Director
Name:  Bruce Brown
 
 
     
/s/ Jeanette Horan
  
Director
Name: Jeanette Horan
    
     
/s/ Louis R. Hughes
 
Director
Name: Louis R. Hughes
 
 
     
/s/ Edward Kozel
  
Director
Name: Edward Kozel
    
     
   
Director
Name: Jean C. Monty
 
 
 
 
  
/s/ Elizabeth Nelson
  
Director
Name:  Elizabeth Nelson
    
     
/s/ Olivier Piou
  
Vice Chairman of the Board of Directors
Name:  Olivier Piou
    
     
/s/ Carla Smits-Nusteling
 
Director
Name: Carla Smits-Nusteling
 
 
     
/s/ Risto Siilasmaa
 
Chairman of the Board of Directors
Name: Risto Siilasmaa
 
 
     
 /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