As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/16/14  Athlon Energy Inc.                S-1MEF      4/16/14    5:148K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration Stmt to Add Securities to A Prior      HTML     75K 
                          Related Effective Registration Stmt.                   
 2: EX-5.1      Opinion re: Legality                                HTML     21K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      8K 
 4: EX-23.2     Consent of Experts or Counsel                       HTML      9K 
 5: EX-23.3     Consent of Experts or Counsel                       HTML     11K 

 

As filed with the Securities and Exchange Commission on April 16, 2014

Registration No. 333-                 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Athlon Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

420 Throckmorton Street, Suite 1200

Fort Worth, Texas 76102

(817) 984-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Robert C. Reeves

President and Chief Executive Officer

420 Throckmorton Street, Suite 1200

Fort Worth, Texas 76102

(817) 984-8200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

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 check the following box: o

 

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. x 333-195139

 

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. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o

 

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.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to Be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share(2)			Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee(3)
Common Stock, par value $0.01 per share		2,156,250		$	40.00		$	86,250,000		$	11,109

(1)                                 Includes shares of common stock that may be sold to cover the exercise of an option to purchase additional shares granted to the underwriters.

(2)                                Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)                                 In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-195139) (the “Initial Registration Statement”), is hereby registered. The Registrant previously registered 12,650,000 shares of Common Stock with a proposed maximum aggregate offering price of $431,618,000 on the Initial Registration Statement, which was declared effective on April 16, 2014, and for which a filing fee of $55,592.40 was previously paid.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP as to the legality of the securities being registered.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Weaver and Tidwell, L.L.P.
23.3		Consent of Cawley, Gillespie & Associates, Inc.
23.4		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*		Power of Attorney.

*                                         Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-195139), initially filed with the Securities and Exchange Commission on April 9, 2014 and incorporated by reference herein.