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Table of Contents ☐ ☑ ☐ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 20 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from OR to SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number 1-7628 HONDA GIKEN KOGYO KABUSHIKI KAISHA ( Exact name of Registrant as specified in its charter ) HONDA MOTOR CO . , LTD . ( Translation of Registrant's name into English ) JAPAN ( Jurisdiction of incorporation or organization ) No. 1-1 , Minami - Aoyama 2 - chome , Minato - ku , Tokyo 107-8556 , Japan ( Address of principal executive offices ) Rikako Suzuki prj_h_ir2@hm.honda.co.jp , + 81-3-5412-1134 , No. 1-1 , Minami - Aoyama 2 - chome , Minato - ku , Tokyo 107-8556 , Japan ( Name , E - mail and / or Facsimile number , Telephone and Address of Company Contact Person ) Title of each class Common Stock * American Depositary Shares ** Securities registered pursuant to Section 12 ( b ) of the Act . Trading Symbol ( s ) HMC Securities registered or to be registered pursuant to Section 12 ( g ) of the Act . None ( Title of class ) Name of each exchange on which registered New York Stock Exchange Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act . None ( Title of class ) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report . Title of each class Outstanding as of March 31 , 2021 *** Common Stock 1,726,655,268 **** Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act , Yes > No ☐ If this report is an annual or transition report , indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934. Yes No ☑ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes - No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such file ) . Yes No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or an emerging growth company . See definition of " large accelerated filer " , " accelerated filer " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Non - accelerated filer 図 Accelerated filer ☐ ☐ Emerging growth company ☐ Large accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP , 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 . ☐ † The term " new or revised financial accounting standard " refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5 , 2012 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . * ** *** Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing : U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other 冈 If " Other " has been checked in response to the previous question , indicate by check mark which financial statement item the registrant has elected to follow . Item 17 Item 18 If this is an annual report , indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No ☑ Not for trading purposes , but only in connection with the registration of American Depositary Shares , each representing one share of Common Stock . American Depositary Receipts evidence American Depositary Shares , each American Depositary Share representing one share of Common Stock . Unless otherwise indicated in this Form 20 - F , " outstanding shares " excludes the number of shares held by the BIP Trust ( as defined under Item 6.B. “ Compensation - The Board Incentive Plan " ) . **** Shares of Common Stock include 70,044,953 shares represented by American Depositary Shares .