SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

(AMENDMENT NO. 1 )*

Name of issuer:  Sanofi

Title of Class of Securities:  Common Stock

CUSIP Number:  Not Applicable**

Date of Event Which Requires Filing of this Statement: December 31, 2021

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** The CUSIP number is not applicable. The Reporting Persons hold common stock with ISIN FR0000120578.

1.  NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Amundi

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of France

(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)

5.  SOLE VOTING POWER

0

6.  SHARED VOTING POWER

28,542,929

7.  SOLE DISPOSITIVE POWER

0

8.  SHARED DISPOSITIVE POWER

47,563,237

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,563,237

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐ Not Applicable

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%

12.  TYPE OF REPORTING PERSON

HC

1.  NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Amundi Asset Management

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of France

(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)

5.  SOLE VOTING POWER

0

6.  SHARED VOTING POWER

28,542,929

7.  SOLE DISPOSITIVE POWER

0

8.  SHARED DISPOSITIVE POWER

47,563,237

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,563,237

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐ Not Applicable

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.8%

12.  TYPE OF REPORTING PERSON

FI

Item 1(a) - Name of Issuer:

Sanofi

Item 1(b) - Address of Issuer's Principal Executive Offices:

54 RUE LA BOETIE

PARIS I0 75008

Item 2(a) - Name of Person Filing:

Amundi

Amundi Asset Management

Item 2(b) – Address of Principal Business Office or, if none, Residence:

Amundi

91-93 boulevard Pasteur

75015 Paris, France

Amundi Asset Management

90 boulevard Pasteur

75015 Paris, France

Item 2(c) – Citizenship:

Both Amundi and Amundi Asset Management are organized under the laws of the Republic of France.

Item 2(d) - Title of Class of Securities:

Common Stock

Item 2(e) - CUSIP Number

The CUSIP number is not applicable. The Reporting Persons hold common stock with ISIN FR0000120578.

Item 3 - If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ☑ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of

institution: ____________________________ .

Item 4 - Ownership:

Amundi is a majority-owned affiliate of Credit Agricole S.A., a French bank. Amundi Asset Management is a wholly-owned subsidiary of Amundi.

(a) Amount beneficially owned: See Item 9 of each cover page.

(b) Percent of class: See Item 11 of each cover page.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.

(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.

 

Item 5 - Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☑

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

Not Applicable

Item 7 - Identification and Classification of the Subsidiary Which Acquired The Security Being Reported on by the Parent Holding Company:

See Attached Appendix A

Item 8 - Identification and Classification of Members of Group:

Not Applicable

Item 9 - Notice of Dissolution of Group:

Not Applicable

Item 10 - Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: Executed as a sealed instrument this 14th day of February, 2022.

Company Name

Amundi

By: /s/ Lisa M. Jones

Name: Lisa M. Jones

Title: President and Chief Executive Officer

Head of the Americas

Amundi US, Inc.

By Power of Attorney

Company Name

Amundi Asset Management

By: /s/ Lisa M. Jones

Name: Lisa M. Jones

Title: President and Chief Executive Officer

Head of the Americas

Amundi US, Inc.

By Power of Attorney

AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of Sanofi that the Schedule 13G to which this Agreement is appended as Exhibit 1 is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

EXECUTED as a sealed instrument this 14th day of February, 2022.

Company Name

Amundi

By: /s/ Lisa M. Jones

Name: Lisa M. Jones

Title: President and Chief Executive Officer

Head of the Americas

Amundi US, Inc.

By Power of Attorney

Company Name

Amundi Asset Management

By: /s/ Lisa M. Jones

Name: Lisa M. Jones

Title: President and Chief Executive Officer

Head of the Americas

Amundi US, Inc.

By Power of Attorney

Appendix A

Subsidiary:

AMUNDI AALAM SDN BHD

Amundi Asset Management

AMUNDI ASSET MANAGEMENT US INC

Amundi Austria GmbH

Amundi Canada Inc.

Amundi Czech Republic Asset Management

Amundi Czech Republic Investicni Spolecnost, A.S.

Amundi Deutschland GmbH

Amundi Hong-Kong Ltd

Amundi Iberia SGIIC, SA

AMUNDI IRELAND LIMITED

Amundi Japan Ltd

Amundi Luxembourg SA

Amundi SGR SpA

Amundi Singapore Ltd

Amundi UK Ltd

BFT Investment Managers

CPR AM

Etoile Gestion

KBI

LYXOR ASSET MANAGEMENT S.A.S.

LYXOR FUNDS SOLUTIONS S.A.

Lyxor International Asset Management S.A.S.

NH-Amundi Asset Management Co. Ltd

SABADELL ASSET MANAGEMENT S.A. S.G.I.I.C. S.U.

Societe Generale Gestion