UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*


ADVANTEST CORPORATION
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
00762U200
(CUSIP Number)
 
 
December 31, 2014
(Date of Event which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 
Page 1 of 6
 
 
 
 

CUSIP No. 00762U200
13G
  
 
1.
NAMES OF REPORTING PERSONS
 
Sumitomo Mitsui Trust Holdings, Inc.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o
   
(b)  o
     
3.
SEC USE ONLY
 
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Japan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
8,388,412
 
6.
SHARED VOTING POWER
- 0 -
 
7.
SOLE DISPOSITIVE POWER
14,324,412
 
8.
SHARED DISPOSITIVE POWER
- 0 -
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,324,412
 
  
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
  
   o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.22%
 
  
12.
TYPE OF REPORTING PERSON (See Instructions)
HC, FI
 
  
 
 
Page 2 of 6
 
 
 
Item 1(a).
Name of Issuer:
 
ADVANTEST CORPORATION
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Shin-Marunouchi Center Building
1-6-2 Marunouchi
Chiyoda-ku
Tokyo 100-0005
Japan
 
Item 2(a).
Name of Person Filing:
 
Sumitomo Mitsui Trust Holdings, Inc.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
1-4 Marunouchi 1-chome
Chiyoda-ku
Tokyo 100-8233
Japan
 
Item 2(c).
Citizenship:
 
Japan
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
Item 2(e).
CUSIP Number:
 
00762U200
 
Item 3.
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
(d)
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
 
(e)
o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
(f)
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
Page 3 of 6
 
 
 
(j)
x A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
 
(k)
o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  14,324,412
 
 
(b)
Percent of class:  8.22%
 
 
(c)
Number of shares as to which such person has:
 
 
(i) Sole power to vote or to direct the vote:  8,388,412
 
 
(ii) Shared power to vote or to direct the vote:  0
 
 
(iii) Sole power to dispose or to direct the disposition of:  14,324,412
 
 
(iv) Shared power to dispose or to direct the disposition of:  0
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
See Exhibit A.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to banks, investment companies and parent holding companies are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
 
 
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SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
February 13, 2015
(Date)
 
 
/s/ Shiro Nakamura
(Signature)
 
 
Senior Manager of Risk Management Dept
(Name/Title)


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
 
 
Page 5 of 6
 
 
Exhibit A
 
Pursuant to the instructions in Item 7 of Schedule 13G, each subsidiary outlined below is classified as a parent holding company in accordance with §240.13d-1(b)(1)(ii)(G) and as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J):
 
 
(a)
Sumitomo Mitsui Trust Bank, Limited
 
 
(b)
Sumitomo Mitsui Trust Asset Management Co., Ltd.
 
 
(c)
Nikko Asset Management Co., Ltd.
 

 
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