Amended Annual Report (foreign Private Issuer) (40-f/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F/A

(Amendment No. 1)



o	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

____________________________________________________________________________

Commission file number: 001-34152

WESTPORT FUEL SYSTEMS INC.

(Exact Name of Registrant as Specified in its charter)



Alberta	3537	N/A
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number (if applicable))

1750 West 75th Avenue, Suite 101

Vancouver, British Columbia, Canada V6P 6G2

(604) 718-2000

(Address and telephone number of Registrant’s principal executive offices)



C T Corporation System 111 Eighth Avenue New York, NY 10011 (212) 590-9070		Copies to: Gordon Caplan Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8266
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

____________________________________________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:



Title of Each Class:		Name of Each Exchange On Which Registered:
Common Shares, no par value		NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed with this form:



	o Annual Information Form		x Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2015, 64,380,819 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes o No

EXPLANATORY NOTE

Westport Fuel Systems Inc. (the “ Company ” or the “ Registrant ”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

The Company is filing this Amendment No. 1 on Form 40-F (“ Amendment No. 1 ”) to its Annual Report on Form 40-F for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 29, 2016 (the “ Original Form 40-F ”) because the Company inadvertently omitted management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures from Exhibit 99.3 (Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2015) to the Original Form 40-F. Consequently, the only amendment to the Original Form 40-F is to refile an amended Exhibit 99.3 to include a statement regarding management’s conclusion as to the effectiveness of the Company’s disclosure controls and procedures under the heading “Evaluation of Disclosure Controls and Procedures.”

Other than as described above, all information in the Original Form 40-F is unchanged and is not reproduced in this Amendment No. 1. Except as may be specifically indicated herein, the Original Form 40-F continues to describe conditions as of the date of the Original Form 40-F and the Company has not modified or updated other disclosures presented in the Original Form 40-F. This Amendment No. 1 does not reflect events occurring after the date of the Original Form 40-F nor does it modify or update disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 40-F.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC’s staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with the SEC on July 22, 2008, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.

EXHIBIT INDEX

The following exhibits have been filed as part of this annual report:



Exhibit			Description

Annual Information
99.1 *			Annual Information Form of the Company for the year ended December 31, 2015

99.2 *			Audited consolidated financial statements of the Company and notes thereto for the years ended December 31, 2015, 2014 and 2013 together with the reports of the independent auditors thereon

99.3			Management’s Discussion and Analysis for the year ended December 31, 2015 (as amended)

Certifications
99.4			Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.5			Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.6 *			Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



99.7 *		Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consents
99.8 *		Consent of KPMG LLP regarding the financial statements of the Company

99.9 *		Consent of Deloitte LLP regarding the financial statements of the Company

Exhibits
101.1*		XBRL Interactive Data File

* Previously filed with our Annual Report on Form 40-F on March 29, 2016

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.