**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F****/A**

**(Amendment No. 1)**

 

**(Mark One)**

                                                

| **o**      | **REGISTRATION   STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES   EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                                                             |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **x**      | **ANNUAL   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934   For the fiscal year ended****December 31, 2018**                                                                                                                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **o**      | **TRANSITION   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934**

**For   the transition period from                           to                        ** |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **o**      | **SHELL   COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**                                                                                                                                                                                                                                                                                                                     |

 

Date of event requiring this shell company report

 

Commission file number 001-35193

 
| **GRIFOLS, S.A.**                                                                                                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                 |
| ** **                                                                                                                                             |
| **Kingdom of Spain**                                                                                                                                   |
| (Jurisdiction of incorporation)                                                                                                                        |
| ** **                                                                                                                                             |
| **Avinguda de la Generalitat, 152-158**

**Parc de Negocis Can Sant Joan**

**Sant Cugat del Vallès 08174**

**Barcelona, Spain**                 |
| (Address of principal executive offices)                                                                                                               |
| ** **                                                                                                                                             |
| **David Ian Bell**

**General Counsel**

**Grifols Shared Services North America, Inc.**

** 2410 Lillyvale Ave**

**Los Angeles, CA 90032-3514** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                              |

 

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 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|
| American Depositary Shares

evidenced by American Depositary

Receipts, each American

Depositary Share representing

one Class B non-voting

share of Grifols, S.A. |   | The NASDAQ Stock Market LLC               |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 
| **None.**        |
|------------------|
| (Title of Class) |

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 
| **None.**        |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.
|   | 426,129,798   Class A Shares |
|--------|------------------------------|
|   | 261,425,110   Class B Shares |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes   o No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer x |   | Accelerated filer o |   | Non-accelerated filer o |   | Emerging growth company o |
|---------------------------|--------|---------------------|--------|-------------------------|--------|--------------------------------|

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. o

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP o |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board x |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

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EXPLANATORY NOTE

 

This Amendment No. 1 on Form 20-F/A (“Form 20-F/A”) to our Annual Report on Form 20-F for the year ended December 31, 2018, initially filed with the Securities and Exchange Commission on April 5, 2019 (the “Original Filing”), is being filed solely to revise Exhibit 10.1 to correct certain redaction errors therein. This Form 20-F/A amends and restates in its entirety Item 19 of the Original Filing and Exhibit 10.1 hereto supersedes in its entirety Exhibit 10.1 previously filed with the Original Filing. Except as stated above, this Form 20-F/A does not reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Form 20-F/A should be read in conjunction with the Original Filing.

 

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**PART III**

 

**Item 19.**                                                  **EXHIBITS**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1                  |       | Articles   of Association (Estatutos) of Grifols, S.A. (English translation)   (incorporated herein by reference to Exhibit 1.1 of our Annual Report on   Form 20-F (File No. 001-35193) filed on April 6, 2018)                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.1                  |       | Amendment   No. 1 to Deposit Agreement dated as of March 14, 2011 among   Grifols, S.A., Deutsche Bank Trust Company Americas, as depositary, and all   Holders from time to time of American Depositary Shares evidenced by American   Depositary Receipts issued thereunder (incorporated herein by reference to   Exhibit (a)(2) to our Registration Statement on Form F-6 (File   No. 333-182636 filed July 12, 2012))                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.2                  |       | Form of   Deposit Agreement among Grifols, S.A., Deutsche Bank Trust Company Americas,   as depositary, and all Holders from time to time of American Depositary Shares   evidenced by American Depositary Receipts issued thereunder (incorporated   herein by reference to Exhibit (a) to our Registration Statement on   Form F-6 (File No. 333-172688) filed March 9, 2011)                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.3                  |       | Form of   Deposit Agreement among Grifols, S.A., Deutsche Bank Trust Company Americas,   as depositary, and all Holders from time to time of American Depositary   Shares evidenced by American Depositary Receipts issued thereunder   (incorporated herein by reference to Exhibit (a) to our   Registration Statement on Form F-6 (File No. 333-159327) filed   May 18, 2009)                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.4                  |       | Senior   Notes Indenture, dated as of April 26, 2017, relating to the 3.20%   Senior Notes due 2025, between Grifols S.A., the guarantors signatory thereto   and BNY Mellon Corporate Trust Services Limited, as trustee (incorporated   herein by reference to Exhibit 2.4 of our Annual Report on   Form 20-F (File No. 001-35193) filed on April 6, 2018)                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.5                  |       | Form of   3.200% Senior Note (included as Exhibit A to Exhibit 2.4)                                                                                                                                                                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1                  |       | Share   and Asset Purchase Agreement, dated November 10, 2013, among Novartis   Vaccines and Diagnostics, Inc., Novartis Corporation, Grifols Diagnostic   Solutions Inc. (f/k/a G-C Diagnostics Corp.) and Grifols, S.A. (incorporated   herein by reference to Exhibit 4.1 of our Annual Report on   Form 20-F (File No. 001-35193) filed on April 4, 2014)†                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2                  |       | Amendment   No. 1 to Share and Asset Purchase Agreement, dated December 27,   2013, among Novartis Vaccines and Diagnostics, Inc., Novartis   Corporation, Grifols Diagnostic Solutions Inc. and Grifols, S.A.   (incorporated herein by reference to Exhibit 4.2 of our Annual Report on   Form 20-F (File No. 001-35193) filed on April 4, 2014)                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.3                  |       | Amendment   No. 2 to Share and Asset Purchase Agreement, dated January 9, 2014,   among Novartis Vaccines and Diagnostics, Inc., Novartis Corporation,   Grifols Diagnostic Solutions Inc. and Grifols, S.A. (incorporated herein by   reference to Exhibit 4.3 of our Annual Report on Form 20-F (File   No. 001-35193) filed on April 4, 2014)†                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.4                  |       | Asset   Purchase Agreement by and among Hologic, Inc., Grifols Diagnostic   Solutions, Inc. and Grifols, S.A., dated as of December 14, 2016   (incorporated herein by reference to Exhibit 4.4 of our Annual Report on   Form 20-F (File No. 001-35193) filed on April 6, 2018)                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5                  |       | Agreement   for Assets Purchase by Share Issue by and between Shanghai RAAS Blood   Products Co., Ltd. And Grifols, S.A., dated as of March 7, 2019ƒ                                                                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.6                  |       | Credit   and Guaranty Agreement, dated as of January 31, 2017, by and among   Grifols Worldwide Operations Limited, Grifols Worldwide Operations   USA, Inc., Grifols, S.A., certain subsidiaries of Grifols, S.A., the   lenders party thereto and Bank of America, N.A., as administrative and   collateral agent (incorporated herein by reference to Exhibit 4.12 of our   Annual Report on Form 20-F (File No. 001-35193) filed on   April 4, 2017) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 8.1                  |       | List   of subsidiaries (see Notes 1 and 2(b) to our audited consolidated financial   statements starting on page F-11 of this annual report on   Form 20-F)                                                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1                 |       | Plasma Supply Agreement, dated as of February 5,   2019, among Grifols, S.A., Grifols Worldwide Operations Limited, Biotest   Pharmaceuticals Corporation and Haema AG††*                                                                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.1                 |       | Principal Executive Officer Certification pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.2                 |       | Principal Financial Officer Certification pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                            |

 

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| 13.1   |   | Principal   Executive Officer and Principal Financial Officer Certification pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002ƒ |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                               |
| 101    |   | Interactive Data Fileƒ                                                                                                                        |

 

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*                                         Filed herewith.

ƒ                                         Filed with the Original Filing.

†                                         Portions of the exhibit have been omitted pursuant to an order granting confidential treatment dated June 20, 2014.

††                                  Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 

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**SIGNATURES**

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
|   | GRIFOLS,   S.A. |
|--------|-----------------|
|   |            |   |
|   |            |   |
|   | By:             | /s/ Victor   Grifols Deu |
|   |            | Name:   Victor Grifols Deu |
|   |            | Title:   Director and Co-Chief Executive Officer |
|   |            |   |
|   |            |   |
|   | GRIFOLS,   S.A. |
|   |            |   |
|   |            |   |
|   | By:             | /s/   Raimon Grifols Roura |
|   |            | Name:   Raimon Grifols Roura |
|   |            | Title:   Director and Co-Chief Executive Officer |

 

Date:  April 23, 2019

 

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