**
As filed with the Securities and Exchange Commission on September 28, 2020 

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**Form 20-F/A**

**(Amendment No. 2)**

 

 

**(Mark One)**

 
****☐********
**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2019**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☐********
**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Date of event requiring this shell companyreport                     **

**For the transition period from                     to                    **

**Commission file number 001-37821**

 

 

**LINE Kabushiki Kaisha**

**(Exact name of Registrant as specified in its charter)**

 

 

 
**LINE Corporation**  **Japan****(Translation of Registrant’s name into English)**  **(Jurisdiction of incorporation or organization)**
**JR Shinjuku Miraina Tower, 23rd Floor**

**4-1-6 Shinjuku**

**Shinjuku-ku, Tokyo, 160-0022, Japan**

**(Address of principal executive offices)**

**Satoshi Yano**

**Telephone: +81-3-4316-2050;E-mail: ir@linecorp.com; Facsimile:+81-3-4316-2131**

**(Name, telephone, e-mail and/or facsimile number and address of company contact person)**

**Securities registered or tobe registered pursuant to Section 12(b) of the Act.**

 

**Title of Each Class**
 
**Trading Symbol(s)**
 
**Name of Each Exchange on WhichRegistered**
**American Depositary Shares, each representing one share of common stock** **LN** **New York Stock Exchange, Inc.****Common Stock***  **New York Stock Exchange, Inc.***
**Securities registered or to be registered pursuant to Section 12(g) of the Act.**

**None**

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

**None**

**As of December 31, 2019, there were 241,133,142 shares of common stock outstanding**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.**    ****Yes******   ☒**    ****No******   ☐ 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934.     **Yes******   ☐**    ****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 SecuritiesExchange 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 90days.**    ****Yes**** **  ☒**    ****No******  ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 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 suchfiles).**    ****Yes**** **  ☒**    ****No******  ☐ 

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

**Large accelerated filer******  ☒**    ****    ****    ********Accelerated filer******   ☐**    ****    ****    ********Non-accelerated filer****  **☐**    ****    ****    ********Emerging growth company******   ☐ 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected 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.**  **☐ 

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

Indicate by check mark whether the registrant has filed a report on andattestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.   ☒ 

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

**U.S. GAAP  **☐******    International FinancialReporting Standards as issued by the International Accounting Standards Board  **☒******    Other   **☐********

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow.**Item********17******  ☐**    ****Item********18******   ☐ 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).**    ****Yes******   ☐**    ****No******   ☒ 

 
*
Not for trading, but only in connection with the registration of the American Depositary Shares.

 

 

 
**

**EXPLANATORY NOTE**

This Amendment No. 2 to Form 20-F (the “Form20-F/A”) amends LINE Corporation’s Annual Report on Form 20-F for the year ended December 31, 2019, which was originally filed with the U.S. Securitiesand Exchange Commission on March 27, 2020, and which was amended on June 29, 2020 (the “Annual Report”). 

We are filing this Form 20-F/A solely to include the financial statements and relatednotes of LINE MOBILE Corporation (“LINE MOBILE”) as part of the Annual Report in compliance with Rule 3-09 of Regulation S-X under the Securities Exchange Actof 1934, as amended (“Rule 3-09”). Rule 3-09 requires that separate financial statements for unconsolidated subsidiaries and investees accounted for by theequity method be included in a registrant’s Form 20-F when such entities are individually significant. We have determined that our equity method investment in LINE MOBILE, which is not consolidatedin our financial statements included in the Annual Report, was significant under Rule 3-09 for the year ended December 31, 2018. This Form 20-F/A is, therefore,filed solely to supplement the Annual Report with the financial statements and related notes of LINE MOBILE as of March 31, 2019 and March 31, 2020, for the period from April 2, 2018 to March 31, 2019, and for the year endedMarch 31, 2020 (collectively, the “LINE MOBILE Financial Statements”), which are included in this Form 20-F/A as Exhibit 15.2. In accordance with Rule3-09, only the LINE MOBILE Financial Statements as of March 31, 2019 and for the period from April 2, 2018 to March 31, 2019 are required to be audited. The LINE MOBILE Financial Statements asof and for the year ended March 31, 2020 are unaudited. 

Except for the inclusion of Exhibit 15.2, this Form 20-F/A does not reflect events occurring after the filing of the Annual Report and only updates the Annual Report as specifically set forth in this Form 20-F/A. No otherupdates, amendments or changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunctionwith the Annual Report. 

 
1 

**PART III**

 
**Item 17.**
*******Financial Statements*******

Not applicable 

 
**Item 18.**
*******Financial Statements*******

Item 18 of the Annual Report is amended and supplemented by including the LINE MOBILE Financial Statements as Exhibit 15.2hereto. 

 
2 

**Item 19.**
*******Exhibits*******

Item 19 of the Annual Report is amended by the addition of the following exhibits: 

 

12.1
 — Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
12.2
 — Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
13.1
 — Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
13.2
 — Certification by the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
15.2
 — Financial Statements of LINE MOBILE as of March 31, 2019 (audited) and March 31, 2020 (unaudited), for the period from April 2, 2018 to March 31, 2019 (audited), and for the year ended March 31, 2020 (unaudited) 
 
3 

**SIGNATURES**

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. 

 

LINE Corporation

*(Registrant)*

/s/ In Joon Hwang

Name: In Joon Hwang

Title: Chief Financial Officer

Date: September 28, 2020 

 
4