UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F/A

(Amendment No. 1)

[] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended   December 31, 2018                

Commission File Number:   001-32562

                                                 STANTEC INC.                                             

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English (if applicable))

                                                         Canada                                                                  

(Province or other jurisdiction of incorporation or organization)

                                                           8711                                                                    

(Primary Standard Industrial Classification Code Number (if applicable))

                                                             N/A                                                                      

(I.R.S. Employer Identification Number (if applicable))

                    400 – 10220 103 Avenue, Edmonton, Alberta, Canada T5J 0K4, (780) 917-7000                    

(Address and telephone number of Registrant’s principal executive offices)

    Stantec Consulting Services Inc., 370 Interlocken Boulevard, Suite 300, Broomfield, CO 80021-8012, (303) 410-4000  

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United

States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                                         None.                                                                  

      (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

                                                         None.                                                                  

      (Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

[Ö] Annual information form    [Ö] Audited annual financial statements

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.

As of December 31, 2018 – 111,860,105 Common Shares outstanding.

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

Yes []    No [Ö]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [Ö]    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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes [Ö]    No []

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company []    

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. []

EXPLANATORY NOTE

Stantec Inc. (“Stantec”) is filing this Amendment No. 1 on Form 40-F/A (“Amendment No. 1”) to Stantec’s Annual Report on Form 40-F, dated February 28, 2019, (the “Original Form 40-F”) to correct clerical errors in the totaling of (i) accrued liabilities in Note 15 Trade and Other Payables and (ii) the percentage of revenue related to performance obligations that are unsatisfied that Stantec expects to recognize as contracts are completed over the next 18 months in Note 28 Revenue, as contained in Stantec’s 2018 audited consolidated financial statements filed as Exhibit 99.3 to the Original Form 40-F. In connection herewith, Stantec files the corrected financial statements as Exhibit 99.3, along with new Interactive Data Files related thereto, the consent of the Company’s independent registered public accounting firm and the principal executive officer and principal financial officer certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

Except as set forth above, this Amendment No. 1 does not modify or update any of the disclosures in the Original Form 40-F. This Amendment No. 1 speaks as of the time of filing the Original Form 40-F, and does not reflect events that may have occurred subsequent to such filing.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 1, 2019

EXHIBIT INDEX

*Previously Filed.