SEC Form 5 · accession 0000899243-16-013044
BATTALION OIL CORP · BATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CANADA PENSION PLAN INVESTMENT BOARD
10% Owner · Other
CPP Investment Board PMI-2 Inc.
10% Owner
Period of report
Dec 31, 2015
Accepted (ET)
Feb 10, 2016 · 6:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001282648
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 1, 2015 | J | 497,503 | $0.00 | A | 1,351,437 | D | |
| Common StockF3,F4 | holding | — | — | — | 8,775,513 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F5,F6 | — | holding | — | — | — | — | — | Common Stock | 1,299,545 | 40,000 | D |
Explanation of responses
- F1On June 1, 2015, the Issuer paid a quarterly dividend on its 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Convertible Preferred Stock") to holders of record on May 13, 2015. The dividend was paid in shares of common stock having a fair market value (as determined under the certificate of designation governing the Convertible Preferred Stock) equal to the aggregate dividend amount. Canada Pension Plan Investment Board ("CPPIB") received 497,503 shares of common stock pursuant to this dividend payment.
- F2Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 5,405,749.
- F3Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 35,102,053.
- F4On December 17, 2012, CPPIB filed a joint Form 3 regarding these shares with CPP Investment Board PMI-2 Inc. ("CPPIB PMI-2"). CPPIB PMI-2 directly owns these shares of common stock of the Issuer. CPPIB PMI-2 is a wholly owned subsidiary of CPPIB, thus CPPIB is an indirect beneficial owner of the securities.
- F5The Convertible Preferred Stock is convertible into common stock at any time at an initial rate of 162.4431 shares of common stock per share of Convertible Preferred Stock (which is equivalent to an initial conversion price of approximately $6.16 per share of Issuer common stock), subject to customary anti-dilution adjustments. The Convertible Preferred Stock has no expiration date.
- F6Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 5,198,179.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney (Canada Pension Plan Investment Board) (attached as Exhibit 24.2 to CPPIB's Form 3 (File No. 001-35467), filed with the Securities and Exchange Commission on December 17, 2012) Exhibit 24.2 - Power of Attorney (CPP Investment Board PMI-2 Inc.) (attached as Exhibit 24.1 to CPPIB's Form 3 (File No. 001-35467), filed with the Securities and Exchange Commission on December 17, 2012)