Unassociated Document
As filed with the U.S. Securities and Exchange Commission on February 29, 2016
Registration No.  333-  208239
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
___________________

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

Israel
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, New York 10004
Telephone (800) 990-1135

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

Teva Pharmaceuticals USA, Inc.
1090 Horsham Road
North Wales, Pennsylvania 19454
Attention: Richard S. Egosi
(215) 591-3000

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

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York  10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
      
  x immediately upon filing
  o on (Date) at (Time)
  
If a separate registration statement has been filed to register the deposited shares, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares, each representing one ordinary share of  Teva Pharmaceutical Industries Limited
n/a
n/a
 
n/a
n/a
(1)
Each unit represents one American Depositary Share.
(2)
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 American Depositary Shares.
 
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-184652.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Form of Amendment to the Amended and Restated Deposit Agreement filed as Exhibit (a) (2) to this Post-Effective Amendment to Registration Statement on Form F-6 , which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of Receipt
Filed Herewith as Prospectus
     
1. Name and address of depositary  
Introductory Paragraph
       
2. Title of American Depositary Receipts and identity of deposited securities  
Face of Receipt, top center
       
  Terms of Deposit:    
         
  (i)
The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of Receipt, upper right corner
         
  (ii)
The procedure for voting, if any, the deposited securities
  
Paragraphs 15, 16 and 18
         
  (iii)
The collection and distribution of dividends
  
Paragraphs 4, 12, 13, 15 and 18
         
  (iv)
The transmission of notices, reports and proxy soliciting material
  
Paragraphs 11, 15, 16 and 18
         
  (v)
The sale or exercise of rights
  
Paragraphs 13, 14, 15 and 18
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs 12, 13, 15, 17 and 18
         
  (vii)
Amendment, extension or termination of the deposit agreement
  
Paragraphs 20 and 21
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
  
Paragraph 11
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs 2, 3, 4, 5, 6, 8 and 22
         
  (x)
Limitation upon the liability of the depositary
  
Paragraphs 14, 18, 19 and 21
         
3. Fees and Charges  
Paragraphs 7 and 8
 
 
2
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus 
         
(b) Statement that Teva Pharmaceutical Industries Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.  
Paragraph 11
 
 
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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a) (1)
Deposit Agreement. Amended and Restated Deposit Agreement dated as of                    November 5, 2012 among Teva Pharmaceutical Industries Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Owners and Holders from time to time of American Depositary Shares issued thereunder (the "Deposit Agreement"). Previously filed.
 
 
(a)(2)
Form of Amendment to Deposit Agreement, including the Form of American Depositary Receipt, is 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 issuer of the deposited securities in effect at any time within the last three years.  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, 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)
Power of Attorney.   Previously filed.
 
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 thirty days before any change in the fee schedule.
 
 
4
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, 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 February 29, 2016.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
       
  By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
       
 
 
5
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Teva Pharmaceutical Industries Limited 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 Petach Tikva, Israel on February 29, 2016.
 
 
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
  
       
 
By:
/s/  Eyal Desheh  
   
Eyal Desheh
 
   
Group Vice President and Chief Financial Officer
  
       
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:
 
Name
  
Title(s)
  
Date
         
/s/ Yitzhak Peterburg *
 
Chairman
  
February 29, 2016
Yitzhak Peterburg
        
         
/s/ Erez Vigodman *
 
President, Chief Executive Officer
  
February 29, 2016
Erez Vigodman
  
and Director
    
         
/s/ Eyal Desheh
  
Group Vice President and Chief
  
February 29, 2016
Eyal Desheh
  
Financial Officer (Principal
    
   
Financial Officer)
    
         
/s/ Deborah Griffin *
 
Senior Vice President and Chief
  
February 29, 2016
Deborah Griffin
  
Accounting Officer (Principal
    
   
Accounting Officer)
    
         
/s/ Roger Abravanel *
 
Director
  
February 29, 2016
Roger Abravanel
        
         
 
  
Director
  
 
Sol J. Barer
        
         
/s/ Arie Belldegrun *
 
Director
  
February 29, 2016
Arie Belldegrun
        
         
/s/ Rosemary A. Crane *
 
Director
  
February 29, 2016
Rosemary A. Crane
        
         
/s/ Amir Elstein *
 
Director
  
February 29, 2016
Amir Elstein
        
 
 
6
 
 
Name   Title(s)  
Date
         
/s/ Jean-Michel Halfon *
 
Director
  
February 29, 2016
Jean-Michel Halfon
        
         
/s/ Gerald M. Lieberman *
 
Director
  
February 29, 2016
Gerald M. Lieberman
        
         
/s/ Galia Maor *
 
Director
  
February 29, 2016
Galia Maor
        
         
/s/ Joseph Nitzani *
 
Director
  
February 29, 2016
Joseph Nitzani
        
         
/s/ Ory Slonim *
 
Director
  
February 29, 2016
Ory Slonim
        
         
/s/ Gabrielle Sulzberger *
 
Director
  
February 29, 2016
Gabrielle Sulzberger
        
         
/s/ Deborah Griffin *
 
Authorized U.S. Representative
  
February 29, 2016
Deborah Griffin
        
 
*By: /s/ Eyal Desheh  
Name:  Eyal Desheh  
Title: Attorney-in-Fact  
 
 
7
 
 
INDEX TO EXHIBITS

Exhibit
Number
  
   
(a) (2)
Form of Amendment to Deposit Agreement
   
(e)
Rule 466 Certification

 
8