OI OI Glass Inc

EXPLANATORY NOTE

Paddock Enterprises, LLC, a Delaware limited liability company (“Paddock”) files this Post-Effective Amendment to deregister the remaining unissued shares of common stock, par value $.01 per share (the “Common Stock”), of Owens-Illinois, Inc., a Delaware corporation (“O-I”) and the associated plan interests that were registered for issuance under the following Registration Statements on Form S-8 (the “Registration Statements”) of O-I:

·                  Registration Statement No. 033-44252, as filed with the Securities and Exchange Commission (the “Commission”), pertaining to the registration of securities of O-I issuable under the Amended and Restated Stock Option Plan for Key Employees of Owens-Illinois, Inc.;

·                  Registration Statements Nos. 033-43559 and 033-57139, as filed with the Commission on October 28, 1991 and December 30, 1994, respectively, pertaining to the registration of a total of 8,000,000 shares of common stock, par value $.01 per share, of O-I (the “Common Stock”) issuable under the Eighth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program (formerly known as the Fourth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the plan title used in Registration Statements Nos. 033-43559 and 033-57139) and the Seventh Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan (formerly known as the Second Amended and Restated Owens-Illinois, Inc. Supplemental Retirement Plan and the Second Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan, the plan titles used in Registration Statements Nos. 033-43559 and 033-57139);

·                  Registration Statement No. 333-47691 as filed with the Commission on March 10, 1998 pertaining to the registration of 10,000,000 shares of Common Stock issuable under the Amended and Restated 1997 Equity Participation Plan of Owens-Illinois, Inc. (formerly known as the 1997 Equity Participation Plan, the plan title used in Registration Statement No. 333-47691);

·                  Registration Statements Nos. 333-67377 and 333-69624, as filed with the Commission on November 17, 1998 and September 19, 2001, respectively, pertaining to the registration of a total of 14,000,000 shares of Common Stock issuable under the Eighth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program (formerly known as the Fifth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the plan title used in Registration Statements Nos. 333-67377 and 333-69624), the Seventh Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan (formerly known as the Fourth Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan, the plan title used in Registration Statements Nos. 333-67377 and 333-69624) and the Owens-Illinois De Puerto Rico Long-Term Savings Plan;

·                  Registration Statements Nos. 033-57141 and 333-142886, as filed with the Commission on December 30, 1994 and May 11, 2007, respectively, pertaining to the registration of 525,000 shares of Common Stock issuable under the Amended and Restated 2004 Equity Incentive Plan for Directors of Owens-Illinois, Inc. (formerly known as the Stock Option Plan for Directors of Owens-Illinois, Inc., the plan title used in Registration Statement No. 033-57141, and the 2004 Equity Incentive Plan for Directors of Owens-Illinois, Inc., the plan title used in Registration Statement No. 333-142886);

·                  Registration Statement No. 333-170220 as filed with the Commission on October 29, 2010 pertaining to the registration of 5,000,000 shares of Common Stock issuable under the Eighth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program (formerly known as the Sixth

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Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the plan title used in Registration Statement No. 333-170220) and the Seventh Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan (formerly known as the Fifth Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan, the plan title used in Registration Statement No. 333-170220);

·                  Registration Statements Nos. 333-133074, 333-170221 and 333-197743, as filed with the Commission on April 7, 2006, October 29, 2010 and July 30, 2014, respectively, pertaining to the registration of a total of 22,000,000 shares of Common Stock issuable under the Second Amended and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan (formerly known as the Owens-Illinois, Inc. 2005 Incentive Award Plan, the plan title used in Registration No. 333-133074, and the Amended and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan, the plan title used in Registration Statement No. 333-170221); and

·                  Registration Statement No. 333-217896 as filed with the Commission on May 11, 2017 pertaining to the registration of 5,500,000 shares of Common Stock issuable under the Owens-Illinois, Inc. Amended and Restated 2017 Incentive Award Plan (formerly known as the Owens-Illinois, Inc. 2017 Incentive Award Plan, the plan title used in Registration Statement No. 333-217896).

On December 26 and 27, 2019, O-I and O-I Glass, Inc., a Delaware corporation (“O-I Glass”), implemented a holding company reorganization (the “Corporate Modernization”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 26, 2019, among O-I, O-I Glass and Paddock.  Pursuant to the Corporate Modernization, O-I merged with and into Paddock, a direct wholly-owned subsidiary of O-I Glass and an indirect wholly-owned subsidiary of O-I, with Paddock surviving as the successor by merger to O-I under Delaware law and a direct wholly-owned subsidiary of O-I Glass (the “Merger”).   Upon the effectiveness of the Merger, each share of O-I stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of O-I Glass stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of O-I stock being converted.  Accordingly, Paddock hereby deregisters all shares of Common Stock remaining unissued under the Registration Statements, along with associated plan interests.

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