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 April, 2011




Commission File Number: 000-21742




Subsea 7 S.A.




(Translation of registrant’s name into English)









200 Hammersmith Road


London, W6 7DL


England




(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 Rule 101(b)(1):   __




Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __




Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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 12g3-2(b): 82- ________













Attached herewith as Exhibit 99.1 is a press release, dated April 11, 2011, whereby Subsea 7 S.A. (the “Company”) announced the 2011 Annual General Meeting of Shareholders will be held on Friday May 27, 2011 at 3:00 p.m. (local time) at the Company’s registered office, 412F, route d’Esch, L-2086 Luxembourg.





Shareholders of record at the close of business on April 14, 2011 will be entitled to vote at the Meeting.





The information set forth above and in the attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.





Certain statements set forth above and contained in the press release furnished pursuant to this Form 6-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words like “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “forecast,” “project,” “will,” “should,” “seek,” and similar expressions.  These statements include, but are not limited to, statements as to the expected timing and location of the Meeting and the date for shareholders to be on the record in order to be entitled to vote at the Meeting.  The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties.  The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programs; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.











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.








SUBSEA 7 S.A.Date:  April 11 , 2011
By:
/s/ Jean CahuzacName:  Jean CahuzacTitle:    Chief Executive Officer