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. )*
NOBLE CORPORATION PLC
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G65431101
(CUSIP Number)
November 30, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | 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
27,317,673 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
27,317,673 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
27,317,673 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
11.3% | |||||
| 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
27,317,673 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
27,317,673 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
27,317,673 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
11.3% | |||||
| 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
27,317,673 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
27,317,673 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
27,317,673 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
11.3% | |||||
| 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
27,317,673 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
27,317,673 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
27,317,673 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
11.3% | |||||
| 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
25,666,321 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
25,666,321 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
25,666,321 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
10.6% | |||||
| 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
25,666,321 | |||||
| 7. | Sole dispositive power
0 | |||||
| 8. | Shared dispositive power
25,666,321 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person
25,666,321 | |||||
| 10. | Check box if the aggregate amount in Row (9) excludes certain shares ¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
10.6% | |||||
| 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, 37th Floor
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. |
Not applicable.
| 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, including Focused Dividend Strategy Portfolio, a client of SunAmerica Asset Management, LLC and a series of SunAmerica Series, Inc., whose interest exceeds 5% of the class. 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: December 10, 2015
| 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