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
 
Amount of
Shares 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)
 
2

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
 
3

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
   
 
4

 
/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
   
 
5

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
Page
       
 
BP p.l.c. Share Value Plan
 
       
 
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
 
       
 
Consent of Ernst & Young LLP, independent registered public accounting firm, London, England
 
       
24.1
 
Powers of Attorney (included in signature page)
 
 
 
7