Amendment No. 3 to Schedule 13G

0001193125-17-038467.txt : 20170210 0001193125-17-038467.hdr.sgml : 20170210 20170210164002 ACCESSION NUMBER: 0001193125-17-038467 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: AGC LIFE INSURANCE CO GROUP MEMBERS: AIG LIFE HOLDINGS, INC. GROUP MEMBERS: AMERICAN GENERAL LIFE INSURANCE CO GROUP MEMBERS: SAFG RETIREMENT SERVICES, INC. GROUP MEMBERS: SUNAMERICA ASSET MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Noble Corp plc CENTRAL INDEX KEY: 0001458891 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980619597 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85314 FILM NUMBER: 17594056 BUSINESS ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ BUSINESS PHONE: 44 20 3008 7597 MAIL ADDRESS: STREET 1: DEVONSHIRE HOUSE STREET 2: 1 MAYFAIR PLACE CITY: LONDON STATE: X0 ZIP: W1J8AJ FORMER COMPANY: FORMER CONFORMED NAME: NOBLE CORP plc DATE OF NAME CHANGE: 20131119 FORMER COMPANY: FORMER CONFORMED NAME: Noble Corp / Switzerland DATE OF NAME CHANGE: 20090318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 175 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 175 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13G/A 1 d337730dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO § 240.13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 3)*

NOBLE CORPORATION PLC

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G65431101

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒	Rule 13d-1(b)

☐	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G65431101		Page 2 of 12


1.	Name of reporting persons American International Group, Inc.
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 874,120
		7.	Sole dispositive power 0
		8.	Shared dispositive power 874,120
9.	Aggregate amount beneficially owned by each reporting person 874,120
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.4%
12.	Type of reporting person HC


CUSIP No. G65431101		Page 3 of 12


1.	Name of reporting persons SAFG Retirement Services, Inc.
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 874,120
		7.	Sole dispositive power 0
		8.	Shared dispositive power 874,120
9.	Aggregate amount beneficially owned by each reporting person 874,120
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.4%
12.	Type of reporting person HC


CUSIP No. G65431101		Page 4 of 12


1.	Name of reporting persons AIG Life Holdings, Inc.
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 874,120
		7.	Sole dispositive power 0
		8.	Shared dispositive power 874,120
9.	Aggregate amount beneficially owned by each reporting person 874,120
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.4%
12.	Type of reporting person HC


CUSIP No. G65431101		Page 5 of 12


1.	Name of reporting persons AGC Life Insurance Company
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Organized under the laws of the State of Missouri
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 874,120
		7.	Sole dispositive power 0
		8.	Shared dispositive power 874,120
9.	Aggregate amount beneficially owned by each reporting person 874,120
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.4%
12.	Type of reporting person IC


CUSIP No. G65431101		Page 6 of 12


1.	Name of reporting persons American General Life Insurance Company
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Organized under the laws of the State of Texas
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 411,910
		7.	Sole dispositive power 0
		8.	Shared dispositive power 411,910
9.	Aggregate amount beneficially owned by each reporting person 411,910
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.2%
12.	Type of reporting person IC


CUSIP No. G65431101		Page 7 of 12


1.	Name of reporting persons SunAmerica Asset Management, LLC
2.	Check the appropriate box if a member of a group (a) ☐ (b) ☐
3.	SEC use only
4.	Citizenship or place of organization Organized under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 411,910
		7.	Sole dispositive power 0
		8.	Shared dispositive power 411,910
9.	Aggregate amount beneficially owned by each reporting person 411,910
10.	Check box if the aggregate amount in Row (9) excludes certain shares ☐
11.	Percent of class represented by amount in Row (9) 0.2%
12.	Type of reporting person IA

ITEM 1 (a).

NAME OF ISSUER:

Noble Corporation plc

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Devonshire House, 1 Mayfair Place

London, England, W1J8AJ

ITEM 2 (a).

NAME OF PERSON(S) FILING:

American International Group, Inc.

SAFG Retirement Services, Inc.

AIG Life Holdings, Inc.

AGC Life Insurance Company

American General Life Insurance Company

SunAmerica Asset Management, LLC

ITEM 2 (b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):

American International Group, Inc.

175 Water Street

New York, NY 10038

SAFG Retirement Services, Inc.

1999 Avenue of the Stars

1 SunAmerica Center

Los Angeles, CA 90067

AIG Life Holdings, Inc.

2929 Allen Parkway

Houston, TX 77019

AGC Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

American General Life Insurance Company

2727-A Allen Parkway

Houston, TX 77019

SunAmerica Asset Management, LLC

Harbor Side Financial Center

3200 Plaza 5

Jersey City, NJ 07311

ITEM 2 (c).

CITIZENSHIP:

The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G.

ITEM 2 (d).

TITLE OF CLASS OF SECURITIES:

Ordinary Shares

ITEM 2 (e).

CUSIP NUMBER:

G65431101

Page 8 of 12

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

American International Group, Inc.:

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

SAFG Retirement Services, Inc.:

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

AIG Life Holdings, Inc.:

(g)

A parent holding company or control person, in accordance § 240.13d-1(b)(1)(ii)(G)

AGC Life Insurance Company:

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

American General Life Insurance Company:

(c)

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

SunAmerica Asset Management, LLC:

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

ITEM 4.

OWNERSHIP.

(a) through (c). The information requested hereunder is set forth under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Clients of the reporting persons may have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, such securities which are the subject of this filing. The reporting persons hold the securities reported herein for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiaries of American International Group, Inc.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

Page 9 of 12

ITEM 10.

CERTIFICATION.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2017


AMERICAN INTERNATIONAL GROUP, INC.

By		/s/ Geoffrey N. Cornell
Name:		Geoffrey N. Cornell
Title:		Vice President


SAFG RETIREMENT SERVICES, INC.

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AIG LIFE HOLDINGS, INC.

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AGC LIFE INSURANCE COMPANY

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AMERICAN GENERAL LIFE INSURANCE COMPANY

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


SUNAMERICA ASSET MANAGEMENT, LLC

By		/s/ Matthew Hackethal
Name:		Matthew Hackethal
Title:		Chief Compliance Officer

Page 11 of 12

EXHIBIT INDEX


Exhibit 99.1		Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company

Exhibit 99.2		Agreement of Joint Filing

Page 12 of 12

EX-99.1 2 d337730dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

American International Group, Inc. — Subsidiary Information

SAFG Retirement Services, Inc.:

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

Category Symbol: HC

AIG Life Holdings, Inc.:

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)

Category Symbol: HC

AGC Life Insurance Company:

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

Category Symbol: IC

American General Life Insurance Company:

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

Category Symbol: IC

SunAmerica Asset Management, LLC:

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

Category Symbol: IA

The Variable Annuity Life Insurance Company:

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E)

Category Symbol: IA

EX-99.2 3 d337730dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Ordinary Shares of Noble Corporation plc and that this Agreement may be included as an Exhibit to such filing.

Each of the undersigned parties represents and warrants to the others that the information contained in any amendment thereto about it will be true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the others of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment.

Each of the undersigned parties agrees to indemnify the others for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 10, 2017.


AMERICAN INTERNATIONAL GROUP, INC.

By		/s/ Geoffrey N. Cornell
Name:		Geoffrey N. Cornell
Title:		Vice President


SAFG RETIREMENT SERVICES, INC.

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AIG LIFE HOLDINGS, INC.

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AGC LIFE INSURANCE COMPANY

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


AMERICAN GENERAL LIFE INSURANCE COMPANY

By		/s/ Christine A. Nixon
Name:		Christine A. Nixon
Title:		Senior Vice President


SUNAMERICA ASSET MANAGEMENT, LLC

By		/s/ Matthew Hackethal
Name:		Matthew Hackethal
Title:		Chief Compliance Officer