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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 2)*
PIONEER NATURAL RESOURCES COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
723787107
(CUSIP Number)
December 31, 2010
(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)
 
 
 
 
[X]
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 the disclosures provided in a prior cover page.
The information required in 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 (“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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Page 1 of 16 pages
 
 
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Partners II, L.P.
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
11,181,254 (1)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
11,181,254 (1)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,181,254
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.6%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)
 
(1) Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
Page 2 of 16 pages
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Advisory Partners, L.P.
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
11,181,254 (1)(2)
 
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
11,181,254 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,181,254
 
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.6%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)

(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2) Power is exercised through its sole general partner, SPO Advisory Corp.
 

Page 3 of 16 pages
 
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
San Francisco Partners, L.P.
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
California
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
327,350 (1)
 
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
327,350 (1)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
327,350
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
0.3%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)

(1) Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 4 of 16 pages
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SF Advisory Partners, L.P.
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
327,350 (1)(2)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
327,350 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
327,350
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
0.3%
12.
 
Type of Reporting Person (See Instructions)
 
(PN)

(1) Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
 
(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 5 of 16 pages
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Advisory Corp.
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
11,508,604 (1)(2)
6.
 
Shared Voting Power
 
0
7.
 
Sole Dispositive Power
 
11,508,604 (1)(2)
8.
 
Shared Dispositive Power
 
0
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,508,604
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.9%
12.
 
Type of Reporting Person (See Instructions)
 
(CO)

(1) Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 11,181,254 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 327,350 of such shares.

(2) Power is exercised through its three controlling persons, John H. Scully, William E. Oberndorf and Edward H. McDermott.

 
Page 6 of 16 pages
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
John H. Scully
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
USA
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
6,600 (1)
6.
 
Shared Voting Power
 
11,508,604 (2)
7.
 
Sole Dispositive Power
 
6,600 (1)
8.
 
Shared Dispositive Power
 
11,508,604 (2)
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,515,204
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.9%
12.
 
Type of Reporting Person (See Instructions)
 
(IN)
 
(1) These shares are held in Mr. Scully’s Individual Retirement Account, which is self-directed.
 
(2) These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 7 of 16 pages
 
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
William E. Obendorf
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
USA
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
38,600 (1)
6.
 
Shared Voting Power
 
11,508,604 (2)
7.
 
Sole Dispositive Power
 
38,600 (1)
8.
 
Shared Dispositive Power
 
11,508,604 (2)
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,547,204
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.9%
12.
 
Type of Reporting Person (See Instructions)
 
(IN)
 
(1) These shares are held in Mr. Oberndorf’s Individual Retirement Account, which is self-directed.
 
(2) These shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 8 of 16 pages
 
 
 
 
CUSIP No. 723787107
  
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Edward H. McDermott
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)   [_]
 
(b)  [X]
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
USA
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With:
 
5.
 
Sole Voting Power
 
1,100 (1)
6.
 
Shared Voting Power
 
11,508,604 (2)
7.
 
Sole Dispositive Power
 
1,100 (1)
8.
 
Shared Dispositive Power
 
11,508,604 (2)
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
11,509,704
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [_]
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
9.9%
12.
 
Type of Reporting Person (See Instructions)
 
(IN)

(1) These shares are held in Mr. McDermott’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
Page 9 of 16 pages
 
 
 
 
This Amendment No. 1(the “Amendment”) amends the Schedule 13G (the “Original 13G”) filed with the Securities and Exchange Commission (“SEC”) on March 6, 2009, and as amended on February 16, 2010. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13G, as amended.
 
Item 1.
 
 
 
(a)
Name of Issuer
 
Pioneer Natural Resources Company 
 
 
 
(b)
 
Address of Issuer’s Principal Executive Offices
 
5205 N. O’Connor Blvd., Suite 200
Irving, Texas 75039
 
Item 2.
 
 
 
(a)
Name of Person Filing
 
SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), William E. Oberndorf (“WEO”) and Edward H. McDermott (“EHM”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp, JHS, WEO and EHM are sometimes hereinafter referred to as the “Reporting Persons.”
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
 
The Original 13G, as amended, listed William J. Patterson (“WJP”) as a “Reporting Person.” William J. Patterson passed away on September 24, 2010. As a result, Mr. Patterson is no longer a “Reporting Person” for all purposes under this Amendment and the Original 13G, as amended.
 
 
 
(b), (c)
 
Address of Principal Business Office or, if none, Residence; Citizenship of Reporting Persons

The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.

The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.

The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.

The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.

The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.

Page 10 of 16 pages
 
 
 
 
 
 
 
 

The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.

The principal business address of WEO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. WEO is a citizen of the United States of America.

The principal business address of EHM is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EHM is a citizen of the United States of America.
 
 
 
(d)
 
Title of Class of Securities

Common Stock, par value $0.01 per share.
 
 
 
(e)
 
CUSIP Number:
 
723787107
 
Item 3.
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
 
Not Applicable.
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned:
 
 
SPO Partners II, L.P.
11,181,254 common shares
 
SPO Advisory Partners, L.P.
11,181,254 common shares
 
San Francisco Partners, L.P.
327,350 common shares
 
SF Advisory Partners, L.P.
327,350 common shares
 
SPO Advisory Corp.
11,508,604 common shares
 
John H. Scully
11,515,204 common shares
 
William E. Oberndorf
11,547,204 common shares
 
 
Edward H. McDermott
 
11,509,704 common shares

Page 11 of 16 pages
 
 
 
 
 
(b)
Percent of class:
 
 
SPO Partners II, L.P.
9.6%
 
SPO Advisory Partners, L.P.
9.6%
 
San Francisco Partners, L.P.
0.3%
 
SF Advisory Partners, L.P.
0.3%
 
SPO Advisory Corp.
0.3%
 
John H. Scully
9.9%
 
William E. Oberndorf
9.9%
 
Edward H. McDermott
9.9%
 
 
 
 
** Denotes less than
 
 
 
(c)
Number of shares as to which the person has:
 
 
 
(i)
Sole power to vote or to direct the vote:
 
 
 
 
SPO Partners II, L.P.
11,181,254 common shares
 
 
 
SPO Advisory Partners, L.P.
11,181,254 common shares
 
 
 
San Francisco Partners, L.P.
327,350 common shares
 
 
 
SF Advisory Partners, L.P.
327,350 common shares
 
 
 
SPO Advisory Corp.
11,508,604 common shares
 
 
 
John H. Scully
6,600 common shares
 
 
 
William E. Oberndorf
38,600 common shares
 
 
 
Edward H. McDermott
1,100 common shares
 
 
 
(ii)
Shared power to vote or to direct the vote:
 
 
 
 
SPO Partners II, L.P.
0 common shares
 
 
 
SPO Advisory Partners, L.P.
0 common shares
 
 
 
San Francisco Partners, L.P.
0 common shares
 
 
 
SF Advisory Partners, L.P.
0 common shares
 
 
 
SPO Advisory Corp.
0 common shares
 
 
 
John H. Scully
11,508,604 common shares
 
 
 
William E. Oberndorf
11,508,604 common shares
 
 
 
Edward H. McDermott
11,508,604 common shares
 
 
 
(iii)
Sole power to dispose or to direct the disposition of:
 
 
 
 
SPO Partners II, L.P.
11,181,254 common shares
 
 
 
SPO Advisory Partners, L.P.
11,181,254 common shares
 
 
 
San Francisco Partners, L.P.
327,350 common shares
 
 
 
SF Advisory Partners, L.P.
327,350 common shares
 
 
 
SPO Advisory Corp.
11,508,604 common shares
 
 
 
John H. Scully
6,600 common shares
 
 
 
William E. Oberndorf
38,600 common shares

 
Page 12 of 16 pages
 
 
 
 
 
 
 
Edward H. McDermott
1,100 common shares
 
   
(iv)
Shared power to dispose or to direct the disposition of:
 
 
 
 
SPO Partners II, L.P.
0 common shares
 
 
 
SPO Advisory Partners, L.P.
0 common shares
 
 
 
San Francisco Partners, L.P.
0 common shares
 
 
 
SF Advisory Partners, L.P.
0 common shares
 
 
 
SPO Advisory Corp.
0 common shares
 
 
 
John H. Scully
11,508,604 common shares
 
 
 
William E. Oberndorf
11,508,604 common shares
 
 
 
Edward H. McDermott
11,508,604 common shares
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5.
Ownership of Five Percent or Less of a 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 five percent of the class of securities, check the following  [_].
Instruction: Dissolution of a group requires a response to this item.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Page 13 of 16 pages
 
 
 
 
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
 
 
 
 
 
 
 
Signature
 
 
 
 
 
Kim M. Silva
 
 
 
 
Attorney-in-fact for:

SPO Partners II, L.P. (1)
SPO Advisory Partners, L.P. (1)
San Francisco Partners, L.P. (1)
SF Advisory Partners, L.P. (1)
SPO Advisory Corp. (1)
John H. Scully (1)
William E. Oberndorf (1)
Edward H. McDermott (1)

(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity is filed as Exhibit B.
 

 
 
 
 
 
 
 
Page 14 of 16 pages
 
 
 
 
EXHIBIT INDEX
Exhibit
Document Description
 
 
A
Agreement Pursuant to Rule 13d-1(k)
 
 
B
Power of Attorney (Previously filed)

 
 
 
 
 
 
 
 
 
 
 
 
 
Page 15 of 16 pages