UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~November 17,~~of ~~2017~~the Securities Exchange Act of 1934

December 27, 2017

(Date of earliest event reported)

Potash Corporation of Saskatchewan Inc.

(Exact name of registrant as specified in its charter)

Canada

1-10351

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Suite 500, 122 -– 1st Avenue South

Saskatoon, Saskatchewan, Canada S7K 7G3

(Address of principal executive offices, including zip code)

306 / 933-8500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

☐	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 13(a) of the Exchange Act.

Item 5.04

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 28, 2017, Potash Corporation of Saskatchewan Inc. (the “Company”) sent a notice (the “Notice”) to its officers and other employees, informing them that, in connection with the proposed merger of equals transaction (the “Arrangement”) pursuant to the Arrangement Agreement, dated September 11, 2016, between the Company and Agrium Inc. (“Agrium”), they will be subject to certain trading restrictions with respect to the common shares, no par value, of the Company.

A copy of the Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01

Other Events.

On ~~November~~December 1727, 2017, ~~Potash~~the ~~Corporation~~Company ofand ~~Saskatchewan~~Agrium ~~Inc.~~announced ~~(the~~that they ~~“Company”)~~have received clearance from the United States’ Federal Trade Commission and ~~Agrium~~have ~~Inc.~~now ~~(“Agrium”)~~obtained ~~announced~~all ~~that~~regulatory approvals required to close the ~~letters~~Arrangement, ofwhich ~~transmittal~~is expected to close effective January 1, 2018 and ~~election~~remains ~~forms~~subject into customary ~~connection~~closing ~~with~~conditions. A copy of the ~~proposed~~joint ~~merger~~press ofrelease ~~equals~~announcing ~~transaction~~the receipt of ~~the~~final ~~Company~~regulatory clearance and ~~Agrium~~setting ~~have~~the ~~been~~closing ~~mailed~~date tofor the ~~registered shareholders~~Arrangement ofis ~~the~~attached ~~Company~~hereto as Exhibit 99.2 and ~~Agrium~~incorporated herein by reference.

Copies of the letter of transmittal and election form for common shares in the capital of the Company and the joint press release announcing the mailing of the letters of transmittal and election forms are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Exhibit Description
99.1		~~Letter~~Notice, ofdated ~~Transmittal~~December ~~and~~28, ~~Election Form for Common Shares of Potash Corporation of Saskatchewan Inc~~2017.
99.2		Joint Press Release, dated ~~November~~December 1727, 2017, issued by Potash Corporation of Saskatchewan Inc. and Agrium Inc.

SIGNATURE

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 hereunto duly authorized.


POTASH CORPORATION OF SASKATCHEWAN INC.

By:		/s/ Robert A. Kirkpatrick
Name:		Robert A. Kirkpatrick
Title:		Vice President, Deputy General Counsel and Assistant Corporate Secretary

Dated: ~~November~~December 1728, 2017

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