As filed with the Securities and Exchange Commission on May 3, 2019
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NOBLE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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73-0785597
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1001 Noble Energy Way
Houston, Texas
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77070
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(Address of Principal Executive Offices)
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(Zip Code)
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Noble Energy, Inc. 2017 Long-Term Incentive Plan
(Amended and Restated Effective April 23, 2019)
(Full title of the plan)
Rachel G. Clingman
Senior Vice President, General Counsel and Corporate Secretary
Noble Energy, Inc.
1001
Noble Energy Way
Houston, Texas 77070
(Name and address of agent for service)
(281)
872-3100
(Telephone number, including area code, of agent for service)
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:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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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 the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, $0.01 par value per share
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15,000,000
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$27.38
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$410,700,000
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$49,776.84
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(1)
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This registration statement on Form
S-8
(this Registration
Statement) covers the number of shares of Noble Energy, Inc. common stock, $0.01 par value per share (Common Stock), stated above and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), an additional indeterminate number of additional securities that may become issuable pursuant to the Noble Energy, Inc. 2017 Long-Term Incentive Plan (Amended and Restated Effective April 23, 2019) (the 2017 Plan),
pursuant to the adjustment and anti-dilution provisions under the 2017 Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h)
under the Securities Act. The maximum offering price per share and maximum aggregate offering price are based on a price of $27.38, which was the average of the high and low sales prices per share of Common Stock reported on the New York Stock
Exchange on April 29, 2019.
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