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Report of foreign issuer [Rules 13a-16 and 15d-16]

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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 November, 2015

Commission File Number: 001-09531

Telefónica, S.A.

(Translation of registrants name into English)

Distrito Telefónica, Ronda de la Comunicación s/n,

28050 Madrid, Spain

3491-482 87 00

(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 ¨

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):

Yes ¨ No x

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):

Yes ¨ No x

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 ¨ No x

If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

Telefónica, S.A.

TABLE OF CONTENTS

Scrip Dividend Approved by Telefónica, S.A.s Shareholders

I. Overview

The shareholders of the Company approved, at the 2015 Companys Annual Shareholders Meeting held on June 12, 2015, a Scrip Dividend which will be available to the Companys ADS holders. As a result, ADS holders will have the opportunity to decide whether they prefer to receive the Scrip Dividend in newly issued ADSs or cash. This initiative provides flexibility by enabling ADS holders to choose their preferred payment option.

Under the Scrip Dividend structure, holders of Telefónica Shares, including the Custodian for Telefónicas ADR program, will receive one Right for every Share held as of the Share Record Date. At the request of Telefónica, the Depositary has implemented a process that enables the ADS holders as of the ADS Record Date to instruct the Depositary to act with respect to the Rights underlying their ADSs according to one of three options: 1

The options set forth above have important tax consequences in addition to the Spanish tax consequences summarized above. For a description of certain Spanish and U.S. federal income tax considerations see III. TaxationU.S. Federal Income Tax below .

II. Timeline

If you wish to elect Option 2 or Option 3, in order for you to make a valid election, you and/or your securities intermediary (if any) on your behalf, must make a valid and timely election. Since Option 1 is the Default Option, ADS holders who wish to receive payment of the ADS Scrip Dividend in newly issued ADSs do not need to take any action.

If you hold your ADSs through a bank, broker or other securities intermediary, you must contact such bank, broker or other securities intermediary in order to make your election. Please contact your securities intermediary as soon as possible to determine the deadline for submitting such election to it. Your instructions should be forwarded to your intermediary in ample time to permit it to submit such election on your behalf before the deadline.

Below, please find some important expected dates with respect to the Scrip Dividend:

III. Taxation

Generally, the Spanish tax consequences of the Scrip Dividend to an ADS holder that is not a resident of Spain for Spanish income tax purposes will be as follows:

The delivery of the Shares issued in the Scrip Dividend will be considered a delivery of fully paid-up Shares free of charge and, hence, will not be considered income for purposes of the Spanish Non-Resident Income Tax, which we refer to herein as the NRIT. The acquisition value, both of the new Shares received in the Scrip Dividend and of the Shares from which they arise, will be the result of dividing the total original cost of the shareholders portfolio by the number of Shares, both old and new. The acquisition date of the new Shares will be that of the Shares from which they arise.

If ADS holders sell their Rights on the market (including fractional rights, as defined above), for purposes of the NRIT, the amount obtained from the sale of Rights will be deducted from the acquisition value of the Shares from which the Rights arose. If the amount obtained from such sale is higher than the acquisition value of the Shares from which the Rights arose, the excess amount will be treated as a capital gain for the seller on the fiscal year in which the transfer takes place. Such capital gain will generally be subject to Spanish tax at a rate of, currently, 19.5%. However, beneficial owners of ADSs who are eligible for the benefits of the comprehensive income tax treaty between the United States and Spain (the Treaty ) will generally be exempt from capital gains tax under the NRIT.

In the event that the holders of the Rights elect the Fixed Price Option, the tax regime applicable to the amounts received will be that applicable to cash dividends and, therefore, the dividend will be subject to Spanish withholding tax at a rate of, currently, 19.5%. Under the Treaty, the applicable tax rate is generally 15%. U.S. beneficial owners of ADSs should consult their tax advisors regarding their eligibility for benefits under the Treaty and, if so, the procedure for obtaining a refund of any amounts withheld for Spanish taxes in excess of the applicable Treaty rate.

This disclosure is limited to the U.S. federal income tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the U.S. federal tax treatment of the Scrip Dividend. This tax disclosure was written in connection with the Scrip Dividend and cannot be used by any person for the purpose of avoiding penalties that may be asserted against such person under the Internal Revenue Code of 1986, as amended (the Code ). ADS holders should seek their own advice based on their particular circumstances from their tax advisors.

The following is a general summary of certain U.S. federal income tax consequences of receiving the Scrip Dividend for a person or entity subject to U.S. federal income taxation on a net income basis who is a beneficial owner of Telefónicas ADSs, who is eligible for benefits under the Treaty and who holds ADSs as capital assets for U.S. federal income tax purposes (a U.S. Holder ). However, the consequences to any particular U.S. Holder will depend on the personal circumstances of such holder. The following is based on the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, each as of the date hereof. U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences of the distribution of the Scrip Dividend.

A U.S. Holder who does not elect to receive the Scrip Dividend in cash pursuant to Option 2 should recognize ordinary dividend income, in an amount equal to the U.S. dollar value of the Rights (including fractional rights, as defined above) as of the date of distribution.

Scrip Dividends paid in cash (pursuant to the Fixed Price Option) should be included in a U.S. Holders income on the date of the Depositarys receipt of the dividend. The amount of includible dividend income for a dividend paid in Euros should be the U.S. dollar equivalent of the Euro dividend, calculated by reference to the exchange rate in effect on the date of the Depositarys receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars on that date. If the cash dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may recognize foreign currency gain or loss if the cash dividend is converted into U.S. dollars after the date of receipt. In general, any foreign currency gain or loss will be treated as U.S. source ordinary income or loss.

Subject to applicable limitations that may vary depending upon a U.S. Holders circumstances, a U.S. Holder will be entitled to a credit against its U.S. federal income tax liability, or a deduction in computing its U.S. federal taxable income, for any Spanish taxes withheld in respect of a cash dividend in an amount not in excess of any applicable rate under the Treaty. A U.S. Holder may use foreign tax credits to offset only the portion of its U.S. federal income tax liability attributable to foreign-source income. This limitation on foreign taxes eligible for credit is calculated separately with respect to two different classes of income, passive income and general income. The rules governing foreign tax credits are complex and, therefore, U.S. Holders should consult their tax advisors regarding the availability of foreign tax credits in their...


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