As filed with the Securities and Exchange Commission on May 3, 2024
Registration No. 333-260983
No. 333-253793
No. 333-252057
No. 333-212774
No. 333-183379
No. 333-178671
No. 333-176712
No. 333-161283
No. 333-136490
No. 333-136489
No. 333-136488
No. 333-119355
No. 333-88438
No. 333-39249
No. 333-39153
No. 333-35085
No. 333-35175
No. 333-35165
No. 333-35087
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENTS TO:
REGISTRATION STATEMENT ON FORM S-8 NO. 333-260983
REGISTRATION STATEMENT ON FORM S-8 NO. 333-253793
REGISTRATION STATEMENT ON FORM S-8 NO. 333-252057
REGISTRATION STATEMENT ON FORM S-8 NO. 333-212774
REGISTRATION STATEMENT ON FORM S-8 NO. 333-183379
REGISTRATION STATEMENT ON FORM S-8 NO. 333-178671
REGISTRATION STATEMENT ON FORM S-8 NO. 333-176712
REGISTRATION STATEMENT ON FORM S-8 NO. 333-161283
REGISTRATION STATEMENT ON FORM S-8 NO. 333-136490
REGISTRATION STATEMENT ON FORM S-8 NO. 333-136489
REGISTRATION STATEMENT ON FORM S-8 NO. 333-136488
REGISTRATION STATEMENT ON FORM S-8 NO. 333-119355
REGISTRATION STATEMENT ON FORM S-8 NO. 333-88438
REGISTRATION STATEMENT ON FORM S-8 NO. 333-39249
REGISTRATION STATEMENT ON FORM S-8 NO. 333-39153
REGISTRATION STATEMENT ON FORM S-8 NO. 333-35085
REGISTRATION STATEMENT ON FORM S-8 NO. 333-35175
REGISTRATION STATEMENT ON FORM S-8 NO. 333-35165
REGISTRATION STATEMENT ON FORM S-8 NO. 333-35087
UNDER
THE SECURITIES ACT OF 1933
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 777 Hidden Ridge Irving, Texas 75038 (972) 444-9001 |
75-2702753 | ||
| (State or other jurisdiction of incorporation or organization) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
(I.R.S. Employer Identification Number) |
Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan
Pioneer Natural Resources Company Employee Stock Purchase Plan
Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan
Pioneer Natural Resources Company Executive Deferred Compensation Plan
Pioneer Natural Resources Company Long-Term Incentive Plan
Amended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan
Parker & Parsley Petroleum Company Long-Term Incentive Plan
Jagged Peak Energy Inc. 2017 Long Term Incentive Plan
2000 Stock Incentive Plan of Evergreen Resources, Inc.
Carbon Energy Corporation 1999 Stock Option Plan
Evergreen Resources, Inc. Initial Stock Option Plan
1996 Incentive Plan of Mesa Inc.
Pioneer Natural Resources Company Stock Options
(Full Title of the Plans)
James R. Chapman
Vice President, Tax and Treasurer
Exxon Mobil Corporation
22777 Springwoods Village Parkway
Spring, Texas 77389
(972) 940-6000
(Name, address, including zip code, and 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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the “Post-Effective Amendments”), filed by Pioneer Natural Resources Company, a Delaware corporation (the “Registrant”) with the Securities and Exchange Commission (the “SEC”), relate to the following Registration Statements on Form S-8 (collectively, as each amended as of immediately prior to the filing of these Post-Effective Amendments, the “S-8 Registration Statements”) of the Registrant:
| • | Registration Statement on Form S-8 (No. 333-260983), filed with the SEC on November 12, 2021; |
| • | Registration Statement on Form S-8 (No. 333-253793), filed with the SEC on March 2, 2021; |
| • | Registration Statement on Form S-8 (No. 333-252057), filed with the SEC on January 13, 2021; |
| • | Registration Statement on Form S-8 (No. 333-212774), filed with the SEC on July 29, 2016; |
| • | Registration Statement on Form S-8 (No. 333-183379), filed with the SEC on August 17, 2012; |
| • | Registration Statement on Form S-8 (No. 333-178671), filed with the SEC on December 21, 2011; |
| • | Registration Statement on Form S-8 (No. 333-176712), filed with the SEC on September 7, 2011; |
| • | Registration Statement on Form S-8 (No. 333-161283), filed with the SEC on August 12, 2009; |
| • | Registration Statement on Form S-8 (No. 333-136490), filed with the SEC on August 10, 2006; |
| • | Registration Statement on Form S-8 (No. 333-136489), filed with the SEC on August 10, 2006; |
| • | Registration Statement on Form S-8 (No. 333-136488), filed with the SEC on August 10, 2006; |
| • | Registration Statement on Form S-8 (No. 333-119355), filed with the SEC on September 29, 2004; |
| • | Registration Statement on Form S-8 (No. 333-88438), filed with the SEC on May 16, 2002; |
| • | Registration Statement on Form S-8 (No. 333-39249), filed with the SEC on October 31, 1997; |
| • | Registration Statement on Form S-8 (No. 333-39153), filed with the SEC on October 31, 1997; |
| • | Registration Statement on Form S-8 (No. 333-35085), filed with the SEC on September 8, 1997; |
| • | Registration Statement on Form S-8 (No. 333-35175), filed with the SEC on September 8, 1997; |
| • | Registration Statement on Form S-8 (No. 333-35165), filed with the SEC on September 8, 1997; and |
| • | Registration Statement on Form S-8 (No. 333-35087), filed with the SEC on September 8, 1997. |
Effective as of May 3, 2024, as contemplated by the Agreement and Plan of Merger, dated as of October 10, 2023 (the “Merger Agreement”), among the Registrant, Exxon Mobil Corporation, a New Jersey corporation (“ExxonMobil”), and SPQR, LLC, a wholly owned subsidiary of ExxonMobil and a Delaware limited liability company (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation and a wholly owned subsidiary of ExxonMobil.
In connection with the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to existing registration statements, including the S-8 Registration Statements. In accordance with the undertakings made by the Registrant in each of the S-8 Registration Statements to remove from registration, by means of a post-effective amendment, any of the Registrant’s securities that remain unsold at the termination of each such offering, the Registrant hereby removes from registration, by means of these Post-Effective Amendments, any and all securities registered under the S-8 Registration Statements that remain unsold as of the effectiveness of the Merger on May 3, 2024 and terminates the effectiveness of each of the S-8 Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on May 3, 2024.
| PIONEER NATURAL RESOURCES COMPANY | ||
| By: | /s/ Alex V. Volkov | |
| Name: Title: |
Alex V. Volkov Executive Vice President | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.