6K 12132016_FCA NV


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 6-K
_______________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2016
Commission File No. 001-36675
_______________________________
FIAT CHRYSLER AUTOMOBILES N.V.
(Translation of Registrant’s Name Into English)

_______________________________
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address of Principal Executive Offices)
_______________________________

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3­2(b): N/A








The following exhibits are furnished herewith:
Exhibit 99.1
Press release issued by Fiat Chrysler Automobiles N.V. dated December 13, 2016.























SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: December 13, 2016
          FIAT CHRYSLER AUTOMOBILES N.V.
 
 
 
 
 
 
 
 
 
By:
/s/ Richard K. Palmer
 
 
Name: Richard K. Palmer
 
 
Title: Chief Financial Officer









Index of Exhibits

Exhibit
Number    Description of Exhibit

99.1
Press release issued by Fiat Chrysler Automobiles N.V. dated December 13, 2016.



99.1 12132016_FCA NV


Exhibit 99.1


FCA announces the number of common shares issuable upon the mandatory conversion of its 7.875% Mandatory Convertible Securities

Fiat Chrysler Automobiles N.V. (NYSE: FCAU / MTA: FCA) (“FCA”) announced today the number of common shares issuable upon the mandatory conversion of its 7.875% mandatory convertible securities (the “Securities”) scheduled to occur on December 15, 2016.

Pursuant to the terms of the indenture under which the Securities were issued, each U.S. $100 notional amount of the Securities will convert into 8.3077 of the Company’s common shares (the “Common Shares”), nominal value €0.01 per share, based upon the average of the volume weighted average prices of FCA Common Shares on the New York Stock Exchange during the 20 consecutive trading day period beginning November 14, 2016 and ending on December 12, 2016 (inclusive). No action by holders is required to be entitled to receive Common Shares upon conversion of the Securities.

FCA anticipates it will issue a total of 238,846,375 Common Shares upon conversion. No fractional Common Shares will be issued. Registered holders of the Securities will receive cash in lieu of any fractional Common Shares based on a value of $8.5342 per Common Share, which was the daily volume weighted average price of FCA’s Common Shares on the New York Stock Exchange on December 12, 2016.

The amount of FCA Common Shares issued and outstanding immediately following the mandatory conversion of the Securities is expected to be 1,527,965,719.


London, 13 December 2016

This press release contains forward-looking statements. These statements are based on current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: volatility and deterioration of capital and financial markets, including possibility of new Eurozone sovereign debt crisis, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, weather, floods, earthquakes or other natural disasters, changes in government regulation, production difficulties, including capacity and supply constraints, and many other risks and uncertainties, most of which are outside of the Group’s control.












For further information:
tel.: +39 (011) 00 63088
Email: mediarelations@fcagroup.com www.fcagroup.com