As filed with the Securities and Exchange Commission on October 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHEVRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-0890210
(I.R.S. employer identification number)
CHEVRON
CORPORATION
6001 Bollinger Canyon Road,
San Ramon, California 94583-2324
(925) 842-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Mary A. Francis
Corporate
Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road, San Ramon, CA 94583
(925) 842-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Scott A. Barshay
Steven J.
Williams
Kyle T. Seifried
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
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, 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.
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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 unit(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(3)
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Common Stock, par value $0.75 per share
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491,934
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$73.96
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$36,383,438.64
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$3,969.43
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(1)
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This Registration Statement on Form S-3 (this Registration
Statement) registers offers and sales of 491,934 shares of the registrants common stock, par value $0.75 per share (the Chevron common stock) issuable to former employees, former directors and other former service providers
(collectively, the Former Employees) of Noble Energy Corporation (Noble Energy) who were granted certain stock options, cash-settled restricted stock units, shares of restricted stock and notional shares of restricted stock
of Noble Energy prior to the effective time of the merger (Merger) of Noble Energy with Chelsea Merger Sub Inc., a direct, wholly-owned subsidiary of the registrant (Merger Sub), pursuant to the Agreement and Plan of Merger,
dated as of July 20, 2020 (Merger Agreement), among the registrant, Merger Sub and Noble Energy, and which have been assumed by the registrant in connection with the Merger. Pursuant to Rule 416(a), the number of shares of Chevron
common stock being registered shall be adjusted to include any additional shares of Chevron common stock that may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of
the Assumed Equity Plans (as defined below) and agreements evidencing outstanding awards thereunder.
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(2)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) and Rule 457(c)
under the Securities Act of 1933, as amended (the Securities Act). The price per share of Chevron common stock is based on the average of the high and low prices reported for a share of Chevron common stock on the New York Stock Exchange
on September 28, 2020.
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(3)
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Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per
$1,000,000 of the proposed maximum aggregate offering price.
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