FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of September, 2010

Commission File Number: 001-09531

Telefónica, S.A.

(Translation of registrant’s name into English)

Distrito C, Ronda de la Comunicación s/n,
28050 Madrid, Spain
3491-482 85 48
(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 þ Form 40-F o

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 o No þ

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 o No þ

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 o No þ

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

						Sequential
						Page
Item						Number
1.				Telefónica — Purchase Share Plan for employees			3

RAMIRO SÁNCHEZ DE LERÍN GARCÍA-OVIES
General Secretary and
Secretary to the Board of Directors
TELEFÓNICA, S.A.

TELEFÓNICA, S.A. (“TELEFÓNICA”) as provided in article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores) hereby reports the following

SIGNIFICANT EVENT

On June 23, 2009, the Annual General Shareholders’ Meeting of TELEFÓNICA approved an incentive TELEFÓNICA’s share purchase plan (“Purchase Share Plan for Employees of the Telefónica Group” or “the Plan”), for employees and Executive Directors of the Telefónica Group at international level, including senior managers and other executive personnel.

Throughout the Plan, it is offered to the employees the possibility of acquiring shares of TELEFÓNICA with the commitment from the latter to deliver free of charge to the recipients who sign up for the Plan a certain number of additional shares in TELEFÓNICA, provided that certain requirements are met.

It is hereby attached as Annex the list of the beneficiaries of the first cycle of this Plan who are Directors and Executive Officers.

Madrid, September 17, 2010.

Telefónica, S.A.

ANNEX

Communication of remuneration plans for Director or Executive Officers granted by listed companies

(Royal Decree 1362/2007, with regard to transparency requirements related to information of the issuers whose securities are admitted to trading on a secondary official market)

LIST OF DIRECTORS AND EXECUTIVE OFFICERS WHO ARE BENEFICIARIES OF THE PLAN

I.- Executive Directors.

				Number of shares		Percentage of share
First name and surname		Position in the Company		received		capital
Mr. César Alierta Izuel		Executive Chairman		5 shares			0.00	%
Mr. Julio Linares López		Chief Operating Officer		5 shares			0.00	%

Telefónica, S.A.

II.- Executive Officers.

				Number of shares		Percentage of share
First name and surname		Position in the Company		received		capital
Mr. Guillermo Ansaldo Lutz		Chairman of Telefónica Spain		5 shares			0.00	%
Mr. Matthew Key		Chairman of Telefónica Europe		5 shares			0.00	%
Mr. Ramiro Sánchez de Lerín García-Ovies		General Legal Secretary and of the Board of Directors		5 shares			0.00	%
Mr. Calixto Ríos Pérez		Internal Auditing Manager		5 shares			0.00	%

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.