SAP SE (SAP) S-8Registration of securities for employees

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAP SE

(Exact name of registrant as specified in its charter)

Dietmar-Hopp-Allee 16

69190 Walldorf
Federal Republic of Germany

(Address of principal executive offices; Zip Code)

Own SAP Plan

(Full title of plan)

Wendy Boufford
c/o SAP Labs LLC

3410 Hillview Avenue
Palo Alto, CA 94304
(Tel) 1-650-849-4000

(Name, address and telephone number, including area code, of agent for service)

Copy to:

A. Peter Harwich

Latham & Watkins LLP

885 Third Avenue

New York, NY 10020

(212) 906-1200

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

CALCULATION OF REGISTRATION FEE

Explanatory Note

The Registrant previously registered an aggregate 5,679,902 of its Ordinary Shares, without nominal value, for issuance under the Own SAP Plan (the “Plan”) by a registration statement on Form S-8 (File No. 333-213436) filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2016 (the “Prior Registration Statement”). This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register an additional 7,000,000 Ordinary Shares which may be issued under the Plan.

The contents of the Prior Registration Statement are incorporated by reference into this Registration Statement in accordance with General Instruction E to Form S-8 to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent to or given by the Registrant to each recipient of an award under the Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference herein and shall be deemed to be part hereof:

All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including any Annual Report on Form 20-F, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Ordinary Shares to be transferred under the Plan has been passed upon for the Registrant by Jochen Scholten, General Counsel of SAP SE. Mr. Scholten is a full-time employee of the Registrant. Mr. Scholten currently beneficially owns less than 0.001% of the Registrant’s outstanding Ordinary Shares.

Item 6. Indemnification of Directors and Officers.

A Societas Europaea with registered seat in Germany may only indemnify members of its Executive Board or its Supervisory Board in limited circumstances. A Societas Europaea with registered seat in Germany may purchase directors’ and officers’ insurance. The Registrant maintains liability insurance for members of its Executive Board and members of its Supervisory Board in connection with their activities on the Registrant’s behalf, including against liabilities under the Securities Act and the Exchange Act. With the exception of this liability insurance, there are no statutes, charters, provisions, by-laws, contracts or other arrangements under which any director or officer of the Registrant is insured or indemnified in any manner against liability which he or she may incur in his capacity as such.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

(1) Incorporated by reference to Exhibit 1 to SAP SE’s Annual Report on Form 20-F filed with the SEC on February 28, 2019.

(2) Incorporated by reference to Exhibit 4.2 to SAP SE’s Form S-8 Registration Statement filed with the SEC on September 1, 2016

Item 9. Undertakings

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on January 18, 2021.

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christian Klein and Luka Mucic, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all subsequent registration statements pursuant to Instruction E of Form S-8 under the Securities Act, and any and all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments with all exhibits thereto and other documents in connection therewith with the Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.