As filed with the Securities and Exchange Commission on November 1, 2022

REGISTRATION STATEMENT NO. 333-262456 AND 333-262456-01

REGISTRATION STATEMENT NO. 333-229494 AND 333-229494-01

REGISTRATION STATEMENT NO. 333-209385 AND 333-209385-01

REGISTRATION STATEMENT NO. 333-187653

REGISTRATION STATEMENT NO. 333-181596

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT NO. 333-262456 AND 333-262456-01

REGISTRATION STATEMENT NO. 333-229494 AND 333-229494-01

REGISTRATION STATEMENT NO. 333-209385 AND 333-209385-01

REGISTRATION STATEMENT NO. 333-187653

REGISTRATION STATEMENT NO. 333-181596

UNDER

THE SECURITIES ACT OF 1933

JEFFERIES GROUP LLC

*And the Additional Registrant listed below

(Exact name of registrant as specified in its charter)

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520 Madison Avenue

New York, New York 10022

(212) 284-2550

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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Michael J. Sharp

Jefferies Group LLC

520 Madison Avenue

New York, New York 10022

(212) 284-2550

(212) 284-2280 fax

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Prabhat K. Mehta

William R. Massey

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

(212) 839-5300

(212) 839-5599 fax

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, 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 7(a)(2)(B) of Securities Act.  ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) is filed by the successor entity of Jefferies Group LLC, a Delaware limited liability company (“Jefferies Group”) and Jefferies Group Capital Finance Inc., a Delaware corporation (“JGCF” and, together with Jefferies Group, the “Registrants”) deregisters all securities that remain unsold under the following automatic shelf registration statements on Form S-3 (the “Registration Statements”) filed by the Registrants with the U.S. Securities and Exchange Commission (the “Commission”):

Effective November 1, 2022,  Jefferies Financial Group Inc., a New York corporation (“Jefferies”), together with certain of its subsidiaries, including the Registrants, consummated several internal reorganization transactions (the “Reorganization Transactions”), including:

In connection with the completion of the Reorganization Transactions, the offerings pursuant to the above-referenced Registration Statements have been terminated. In accordance with undertakings made by the Registrants in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrants hereby remove from registration any and all securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, state of New York, on November 1, 2022.

* Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.

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