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 July, 2011

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 — Performance Share Plan 2006			2

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

In accordance with Article 47 of Royal Decree 1362/2007 of October 19, and Article 82 of the Spanish Stock Market Act, (Ley del Mercado de Valores), TELEFÓNICA, S.A. hereby discloses the following

RELEVANT INFORMATION

Pursuant to the general terms and conditions of the Performance Share Plan approved by the Company’s General Shareholders’ Meeting held on 21 June 2006, the Board of Directors of TELEFÓNICA, S.A., at its meeting held on 27 July 2011, has determined that, in accordance with the Total Share Return (“TSR”) on the share of TELEFÓNICA, S.A in relation to the TSR experienced by the companies’ shares comprising the FTSE Global Telecoms Index during the third cycle of the plan, the applicable ratio to determine the shares to be allocated shall be 97.8%.

In accordance with the above, it is attached as Schedule I, the breakdown of the shares to be delivered in the third cycle of the Plan to each of its beneficiaries who are Directors or Executive Officers of the Company.

Likewise, at the General Shareholders’ Meeting held on 18 May 2011, a new long-term incentive plan was approved aimed at members of the Executive Team of the Telefónica Group (including Executive Directors). Under this Performance & Investment Plan (“PIP”), shares of TELEFÓNICA, S.A. shall be delivered to participants, on compliance with stated requirements and conditions, as a form of variable remuneration. In addition, this General Shareholders’ Meeting approved the maximum number of possible shares to be received by the Executive Directors, in the event of fulfilment of the Co-investment requirement established on the Plan and of maximum achievement of the TSR objective in each cycle.

According to the above, and after the agreement of the Board of Directors at its meeting held on July 27, it is hereby attached the breakdown, included as Schedule II, that contains the theoretical number of shares assigned and the maximum number possible of shares to be received in the event of fulfillment of the Co-investment requirement established on the Plan and of maximum achievement of the TSR objective in each cycle, that would correspond to Executive Directors and other members of the Executive Committee.

Madrid, July 29, 2011.

SCHEDULE I

Shares to be delivered to Directors and Executive Officers who are beneficiaries of the Performance Share Plan

(Third cycle 2008-2011)

I.- Executive Directors.

		Number of shares to be
First name and surname		delivered				% of share capital
Mr. César Alierta Izuel			145,544				0.003	%
Mr. Julio Linares López			99,233				0.002	%
Mr. José María Álvarez- Pallete López			66,155				0.001	%

II. - Executive Officers.

		Number of shares to be
First name and surname		delivered				% of share capital
Mr. Guillermo Ansaldo Lutz			59,539				0.001	%
Mr. Matthew Key*			97,444				0.002	%
Mr. Santiago Fernández Valbuena			66,155				0.001	%
Mr. Luis Abril Pérez			30,799				0.001	%
Mr. Calixto Ríos Pérez *			15,147				0.000	%
Mr. Ramiro Sánchez de Lerín García- Ovies			30,293				0.001	%

SCHEDULE II

List of Directors and Executive Officers who are beneficiaries of the
Performance & Investment Plan
(First cycle / 2011-2014)

I.- Executive Directors.

		Theoretical								Maximum number of
First name and surname		shares assigned				% of share capital				shares(*)				% of share capital
Mr. César Alierta Izuel			249,917				0.005	%			390,496				0.009	%
Mr. Julio Linares López			149,950				0.003	%			234,298				0.005	%
Mr. José María Álvarez- Pallete López			79,519				0.002	%			124,249				0.003	%

II. - Executive Officers.

		Theoretical								Maximum number of
First name and surname		shares assigned				% of share capital				shares(*)				% of share capital
Mr. Guillermo Ansaldo Lutz			79,519				0.002	%			124,249				0.003	%
Mr. Matthew Key			79,519				0.002	%			124,249				0.003	%
Mr. Santiago Fernández Valbuena			79,519				0.002	%			124,249				0.003	%
Mr. Luis Abril Pérez			39,911				0.001	%			62,361				0.001	%
Mr. Ramiro Sánchez de Lerín García- Ovies			39,250				0.001	%			61,328				0.001	%

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.

		Telefónica, S.A.
Date: July 29th, 2011		By:		/s/ Ramiro Sánchez de Lerín García-Ovies
				Name:		Ramiro Sánchez de Lerín García-Ovies
				Title:		General Secretary and Secretary to the Board of Directors