Form 6-K Fresenius Medical Care For: May 20

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of May 2015

FRESENIUS MEDICAL CARE AG & Co. KGaA

(Translation of registrant’s name into English)

Else-Kröner Strasse 1

61346 Bad Homburg

Germany

(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 x  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): 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)(7): o

Indicate by check mark whether the registrant by furnishing 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.

Yes o  No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82

On May 20, 2015 Fresenius Medical Care AG & Co. KGaA (the “Company”) issued a notice of adjustment of the conversion price and the conversion ratio of its equity-neutral convertible bonds due 2020. A copy of the Company’s notice, which has been edited for filing in the United States to comply with applicable limitations on disclosure of information relating to unregistered offerings, is attached as Exhibit 99.1.

EXHIBITS

2

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.

3

Exhibit 99.1

THIS ANNOUNCEMENT IS BEING FILED AS A MATTER OF RECORD ONLY.  IT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON, OR IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN.

Notice of adjustment of conversion price of the € 400,000,000 convertible bonds due 2020 (the Bonds) (ISIN: DE000A13R491, WKN A13R49)

Fresenius Medical Care & Co. KGaA hereby gives notice to the holders of an adjustment to the conversion price pursuant to the terms and conditions (the Terms and Conditions) of the Bonds, as calculated by Société Générale in its capacity as Calculation Agent under the Bonds.

On 19 May 2015, the Fresenius Medical Care shareholders’ meeting resolved on the payment of a dividend of € 0.78 per share.

As a result of this, the Conversion Price and the Conversion Ratio (as defined in the Terms and Conditions) has been adjusted as follows pursuant to § 9(a)(ii) of the Terms and Conditions: The Conversion Price from € 73.6448 to € 73.6354 and The Conversion Ratio from 1,357.86912 to 1,358.04246.

The adjusted Conversion Price and Conversion Ratio have become effective on May 20, 2015.

Fresenius Medical Care AG & Co. KGaA

Fresenius Medical Care is the world’s largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.6 million individuals worldwide. Through its network of 3,396 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatments for 286,768 patients around the globe. Fresenius Medical Care is also the world’s leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.

For more information visit the Company’s website at www.freseniusmedicalcare.com.

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require Fresenius Medical Care AG & Co. KGaA (“Fresenius Medical Care”), any broker, dealer or bank, any of their respective affiliates, or any person acting on behalf of it or any of them, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein come should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the U.S., Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the laws of any state within the U.S. or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the U.S., unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the U.S., Australia, Canada, South Africa or Japan.

The offer referred to herein when made in member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “relevant member state”), is only addressed to and directed at persons who are “qualified investors” as defined in the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In the U.K., this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on (i) in the U.K., by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the U.K., by persons who are not Qualified Investors.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Fresenius Medical Care’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Fresenius Medical Care’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of Fresenius Medical Careany broker, dealer or bank participating or that participated in the offering, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on Fresenius Medical Care’s intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amounts invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bonds offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned.