Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 23 2021 - 8:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 23, 2021
Registration No. 333-238000
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-238000
UNDER
THE SECURITIES ACT OF 1933
TOTAL SE
(Exact name of registrant as specified in its
charter)
Republic of France
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98-0227345
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification Number)
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2, place Jean Millier
La Défense 6
92400 Courbevoie
France
Phone: +33 (0)1 47 44 45 46
(Address of principal executive offices) (Zip
code)
TOTAL HOLDINGS USA, INC.
2020 EMPLOYEE SHAREHOLDER PLAN
(Full Titles of the Plan)
Ms. Elizabeth Matthews
TOTAL Holdings USA, Inc.
1201 Louisiana Street, Suite 1800
Houston, Texas 77002
(713) 483-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth
company” in Rule 12b2 of the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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|
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Emerging growth company
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¨
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If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
TOTAL SE (the “Registrant”)
is filing this post-effective amendment (this “Post-Effective Amendment”) to the Registration Statement on Form S-8 (No. 333-238000)
(the “Registration Statement”) to deregister certain shares of the Registrant’s common stock, par value of €2.50
per share (“Common Stock”) that were registered for issuance under the TOTAL Holdings USA, Inc. 2020 Employee Shareholder
Plan (the “2020 Plan”), which was filed with the United States Securities and Exchange Commission (the “Commission”)
on May 5, 2020. The offering of securities pursuant to the Registration Statements has been completed and no securities registered
under the Registration Statements remain to be sold.
The Registration Statement
registered 1,900,000 shares of the Registrant’s Common Stock issuable under the 2020 Plan. As of today’s date, at least 1,343,763
shares of Common Stock remained available for grant.
The Registration Statement
is hereby amended to deregister all shares of Common Stock that were previously registered and that remain unissued under the 2020 Plan.
Concurrently with this Post-Effective
Amendment, the Registrant is filing a Registration Statement on Form S-8 to register 1,900,000 shares of Common Stock authorized
for grant under the TOTAL Holdings USA, Inc. 2021 Employee Shareholder Plan. The 2020 Plan remains in effect with respect to awards
granted prior to this date.
SIGNATURES
Pursuant to the requirements of the 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 this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Paris, France, on April 23, 2021.
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TOTAL SE
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By:
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/s/ Jean-Pierre SBRAIRE
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Name:
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Jean-Pierre Sbraire
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Title:
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Chief Financial Officer
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