S-8

As filed with the Securities and Exchange Commission on February 13, 2020

Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

OASIS PETROLEUM INC.

(Exact name of registrant as specified in its charter)

Delaware	80-0554627
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1001 Fannin Street, Suite 1500

Houston, Texas 77002

(281) 404-9500

(Address of principal executive offices, including zip code)

OASIS PETROLEUM INC. AMENDED AND RESTATED

2010 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Nickolas J. Lorentzatos

Executive Vice President, General Counsel & Corporate Secretary

Oasis Petroleum Inc.

1001 Fannin Street, Suite 1500

Houston, Texas 77002

(281) 404-9500

(Name, address and telephone number of agent for service)

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filerþ		Accelerated filer o
Non-accelerated filero	(Do not check if a smaller reporting company)	Smaller Reporting Companyo
		Emerging Growth Companyo

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 13(a) of the Exchange Act. o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share			Proposed maximum aggregate offering price				Amount of registration fee
Common Stock, $0.001 par value	1,500,000	$	2.26	(2)	$	3,390,000	(2	)	$	440.03	(3)

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional shares of Common Stock (defined below) as may become issuable pursuant to the adjustment and anti-dilution provisions of the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan, as amended from time to time (the “Plan”).

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for the 1,500,000 shares being registered hereby is based on a price of $2.26, which is the average of the high and low prices of our Common Stock as reported by NASDAQ on February 10, 2020.

(3) Pursuant to General Instruction E to Form S-8, a registration fee is only being paid with respect to the registration of an additional 1,500,000 shares of Common Stock under the Plan.

EXPLANATORY NOTE

Oasis Petroleum Inc., a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 1,500,000 shares of its common stock, par value $.01 per share (the “Common Stock”) that may be issued under the Plan which additional shares consist of (a) 1,300,000 additional shares reserved and available for issuance in connection with awards under the Plan pursuant to the First Amendment to the Plan, and (b) 200,000 shares related to awards granted under the Plan that expire or are canceled, forfeited, exchanged, settled in cash or otherwise terminated without the issuance of the shares of Common Stock and that again become available for the issuance of awards under the Plan in accordance with the terms and conditions of the Plan. Except as otherwise set forth below, the contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were previously filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2010 (File No. 333-167664), July 31, 2015 (File No. 333-206025), August 12, 2016 (File No. 333-213118) and August 24, 2018 (File No. 333-227021) are incorporated by reference into this Registration Statement as permitted by General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

Exhibit Number	Description
4.1	Conformed version of Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc., as amended by amendment filed on July 25, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2018).
4.2	Amended and Restated Bylaws of Oasis Petroleum Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 28, 2019)
4.3	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s Form S-1 Registration Statement filed with the Commission on May 19, 2010)
4.4	Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2018)
4.5	First Amendment to Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 3, 2019).
4.6	Form of Restricted Stock Award Grant Notice (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2018).
4.7	Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2018).
4.8	Form of Notice of Grant of Performance Share Units (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 1, 2019).
4.9	Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 3, 2012).
5.1*	Opinion of Vinson & Elkins LLP as to the legality of the securities being registered
23.1*	Consent of PricewaterhouseCoopers LLP
23.2*	Consent of DeGolyer and MacNaughton
23.3*	Consent of Vinson & Elkins LLP (contained in Exhibit 5.1)
24.1*	Powers of Attorney (included on the signature page of this Registration Statement)

 * Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Houston, State of Texas, on February 13, 2020.

OASIS PETROLEUM INC.
By:	/s/ Nickolas J. Lorentzatos
	Name:	Nickolas J. Lorentzatos
	Title:	Executive Vice President, General Counsel and Corporate Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael H. Lou and Nickolas J. Lorentzatos and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement and the above Power of Attorney have been signed below by the following persons in the capacities indicated on February 13, 2020.

Name	Position
/s/ Thomas B. Nusz	Chairman of the Board and Chief Executive Officer
Thomas B. Nusz	(Principal Executive Officer)
/s/ Taylor L. Reid	Director, President and Chief Operating Officer
Taylor L. Reid
/s/ Michael H. Lou	Executive Vice President and Chief Financial Officer
Michael H. Lou	(Principal Financial Officer and Principal Accounting Officer)
/s/ William J. Cassidy	Director
William J. Cassidy
/s/ John E. Hagale	Director
John E. Hagale
/s/ Michael McShane	Director
Michael McShane
/s/ Paula D. Polito	Director
Paula D. Polito
/s/ Bobby S. Shackouls	Director
Bobby S. Shackouls

EX-5.1

EXHIBIT 5.1

February 13, 2020

Oasis Petroleum Inc.

1001 Fannin Street, Suite 1500

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Oasis Petroleum, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2020, which Shares may be issued from time to time in accordance with the terms of the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, that govern the awards to which any Share relates, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Richmond Riyadh San Francisco Taipei Tokyo Washington Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax +1.214.220.7716  www.velaw.com

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This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Oasis Petroleum Inc. of our report dated March 1, 2019relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Oasis Petroleum Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
February 13, 2020

Exhibit 23.1

EX-23.2

Exhibit 23.2

DeGOLYER AND MacNAUGTON

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

February 13, 2020

Oasis Petroleum Inc.

1001 Fannin Street, Suite 1500

Houston, Texas 77002

Ladies and Gentlemen:

We hereby consent to the references to DeGolyer and MacNaughton in the Registration Statement on Form S-8 (the Registration Statement) of Oasis Petroleum Inc. (the Company) to be filed with the United States Securities and Exchange Commission on or about February 13, 2020. We also consent to the use and incorporation by reference in the Registration Statement of information contained in our report entitled “Report as of December 31, 2019 on Reserves and Revenue of Certain Properties with interests attributable to Oasis Petroleum Inc.,” to be included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and included as an exhibit to the Company’s Current Report on Form 8-K dated January 30, 2020. We further consent to specific references in the Registration Statement to DeGolyer and MacNaughton as an independent petroleum engineering firm.

Very truly yours,

/s/ DeGOLYER and MacNAUGHTON

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716