POT Potash Corp. of Saskatchewan Inc. (delisted)

As filed with the Securities and Exchange Commission on January 2, 2018

Registration No. 333-17841

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

(306) 933-8500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Joseph A. Podwika

Senior Vice President, General Counsel and Secretary

Potash Corporation of Saskatchewan Inc.

Suite 500, 122 – 1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

(306) 933-8500

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

Approximate date of commencement of proposed sale to the public:

This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

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

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This post-effective amendment relates to the registration statement on Form S-4 (File No. 333-17841) (as previously amended, the “Registration Statement”) filed by Potash Corporation of Saskatchewan Inc. (“PotashCorp”) with the Securities and Exchange Commission, which registered 8,042,809 common shares, no par value, of PotashCorp.

On January 1, 2018, pursuant to an arrangement agreement, dated September 11, 2016, between PotashCorp and Agrium Inc. (“Agrium”), PotashCorp became a wholly owned subsidiary of Nutrien Ltd. (“Nutrien”), a parent entity formed to manage and hold the combined businesses of PotashCorp and Agrium as a result of the transactions under a plan of arrangement under the Canada Business Corporations Act , involving, among others, Nutrien, PotashCorp and Agrium (the “Arrangement”).

As a result of the completion of the Arrangement, PotashCorp has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by PotashCorp in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, PotashCorp hereby removes from registration all of such securities registered but unsold under the Registration Statement as of the date hereof, if any.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused the post-effective amendment to the registration statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saskatoon, Province of Saskatchewan, Canada, on January 2, 2018.

Note: No other person is required to sign the post-effective amendment to the registration statement in reliance upon Rule 478 under the Securities Act of 1933.

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