BP PLC — Registration Form 2016

Mar 21, 2016

S-8 1 forms8.htm BP PLC S-8 3-21-2016 (SVP) Licensed to: Summit Financial Printing Document created using EDGARfilings PROfile 4.0.0.0 Copyright 1995 - 2016 Summit Financial Printing, LLC. All rights reserved.

As filed with the Securities and Exchange Commission on March 21, 2016

Registration No. 333- _____

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

BP p.l.c.

(Exact name of registrant as specified in its charter)

England and Wales	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 St. James’s Square

London SW1Y 4PD, England

(Address of principal executive offices)

BP p.l.c. Share Value Plan

(Full title of plan)

Jeffrey S. Heller	With a copy to:
Vice President	Rupert Bondy
BP America Inc.	Group General Counsel
501 Westlake Park Boulevard	BP p.l.c.
Houston, Texas 77079	1 St. James’s Square
(281) 892-6764	London SW1Y 4PD, England
(Name, address, including zip code, and telephone number, including area code, of agent for service)	+44 (20) 7496 4452

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

Large Accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer (do not check if smaller reporting company) ☐	Smaller reporting company ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares (1)	125,000,000	$ 4.8414	$ 605,175,000	$ 60,941	(2)

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the plans in connection with variations in share capital, demergers, special dividends or similar transactions.

(2) Estimated solely for the purposes of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(h) based on the average of the high and low quotation for Ordinary Shares of BP p.l.c. on The London Stock Exchange on March 15, 2016 and the buying rate for pounds sterling of £1.00=$1.4151, as published by The Wall Street Journal for that date.

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement on Form S-8 is being filed by BP p.l.c. (the "Registrant") for the purpose of registering an additional 125,000,000 Ordinary Shares for issuance under the BP p.l.c. Share Value Plan. The contents of the Registrant’s Form S-8 Registration Statement previously filed with the Securities and Exchange Commission on February 7, 2012 (File No. 333-179406) are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Certain Documents By Reference .

The reports listed below have been filed with or furnished to the Securities and Exchange Commission ("Commission") by BP p.l.c., ("BP" or the "Company") and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:

· BP’s Annual Report on Form 20-F (SEC file number 001-06262) for the year ended December 31, 2015 (film number 161483498 ); and

· BP’s Report on Form 6-K (SEC file number 001-06262) dated August 6, 2001, which contains a description of the Ordinary Shares of BP (film number 1700415).

In addition, all Forms 20-F filed by BP pursuant to the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by BP (which indicate on their cover pages that they are incorporated herein by reference), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents or reports subsequently filed or made.

ITEM 8 . EXHIBITS

Exhibit No. Description

4.1 BP p.l.c. Share Value Plan

5.1 Opinion of Riona Commins, Associate General Counsel, Global Corporate, of BP p.l.c., regarding the validity of the securities being registered and consent of counsel

23.1 Consent of Ernst & Young LLP, independent registered public accounting firm, London, England

24.1 Powers of Attorney (included in the signature page of this registration statement)

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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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on March 17, 2016.

BP p.l.c.
(Registrant)
By:	/s/ David J. Jackson
(Name) David J. Jackson
(Title) Company Secretary

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POWER OF ATTORNEY

Each director and officer of the Registrant whose signature appears below hereby constitutes and appoints Jeffrey Heller, the agent for service named in the registration statement, and appoints each of Dr. Brian Gilvary, Riona Commins, David J. Jackson, Jens Bertelsen, and Rupert Bondy, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file any amendments to this registration statement on Form S-8 necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in this registration statement as such attorney-in-fact deems appropriate, and any subsequent registration statement for the same offering that may be filed under Rule 462(b) under the Securities Act of 1933, as amended.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Titles	Date
/s/ Carl-Henric Svanberg	Non-Executive Director	March 17, 2016
Carl-Henric Svanberg	(Chairman)
/s/ Robert W. Dudley	Executive Director	March 17, 2016
Robert W. Dudley	Group Chief Executive
	(Principal Executive Officer)
/s/ B. Gilvary	Executive Director	March 17, 2016
Dr. Brian Gilvary	(Chief Financial Officer)
/s/ Paul Anderson	Non-Executive Director	March 17, 2016
Paul Anderson
/s/ Alan Boeckmann	Non-Executive Director	March 17, 2016
Alan Boeckmann
/s/ Frank Bowman	Non-Executive Director	March 17, 2016
Frank Bowman
/s/ A. Burgmans	Non-Executive Director	March 17, 2016
A. Burgmans
/s/ C. B. Carroll	Non-Executive Director	March 17, 2016
C. B. Carroll
/s/ Ian Davis	Non-Executive Director	March 17, 2016
Ian Davis

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/s/ Ann Dowling	Non-Executive Director	March 17, 2016
Dame Ann Dowling
/s/ Brendan Nelson	Non-Executive Director	March 17, 2016
Brendan Nelson
/s/ F. P. Nhleko	Non-Executive Director	March 17, 2016
F. P. Nhleko
/s/ Paula Rosput Reynolds	Non-Executive Director	March 17, 2016
Paula Rosput Reynolds
/s/ John Sawers	Non-Executive Director	March 17, 2016
Sir John Sawers
/s/ Andrew Shilston	Non-Executive Director	March 17, 2016
Andrew Shilston

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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacity and on the date indicated.

Authorized Representative in the United States:

BP America Inc.
By:	/s/ Jeffrey S. Heller
	Jeffrey S. Heller, Vice President
March 21, 2016

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EXHIBIT INDEX

Exhibit No.	Description
4.1	BP p.l.c. Share Value Plan
5.1	Opinion of Riona Commins, Associate General Counsel, Global Corporate, of BP p.l.c., regarding the validity of the securities being registered and consent of counsel
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm, London, England
24.1	Powers of Attorney (included in signature page)

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