SEC Form 4 · accession 0001104659-16-145951
BATTALION OIL CORP · BATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ARES MANAGEMENT LP
Director · 10% Owner
ARES MANAGEMENT LLC
Director · 10% Owner
Ares Management Holdings L.P.
Director · 10% Owner
Ares Partners Holdco LLC
Director · 10% Owner
Ares Management GP LLC
Director · 10% Owner
Ares Holdings Inc.
Director · 10% Owner
Ares Holdco LLC
Director · 10% Owner
Period of report
Sep 19, 2016
Accepted (ET)
Sep 21, 2016 · 7:18 pm EDT
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 Stock, $0.0001 par valueF1 | Sep 19, 2016 | A | 34,528 | $0.00 | A | 34,528 | D | |
| Common Stock, $0.0001 par valueF2,F3,F4 | holding | — | — | — | 17,981,822 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The amount reported includes 17,264 shares of restricted stock approved by the Issuer's board of directors to be granted to Darryl Schall and 17,264 shares of restricted stock approved by the Issuer's board of directors to be granted to Nathan Walton, in their respective capacities as non-employee directors of the Issuer. Messrs. Schall and Walton are associated with Ares Management LLC ("Ares Management LLC") and the other Ares Entities (as defined below). Pursuant to the policies of the Ares Entities and the direction of Messrs. Schall and Walton, the Issuer issued these restricted shares directly to Ares Management LLC on September 19, 2016. Neither Mr. Schall nor Mr. Walton had any beneficial ownership of or pecuniary interest in such restricted shares.
- F2The amount reported includes 17,981,822 shares of common stock issued to the Reporting Persons in connection with the bankruptcy reorganization plan (the "Plan") of the Issuer and its affiliates. The shares are held directly by investment vehicles managed by Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. ("Ares Management"). (Continued in footnote 3)
- F3The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. (Continued in footnote 4)
- F4Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
Remarks
Pursuant to the Plan, Ares Management LLC and its affiliates designated three individuals who were appointed to the board of directors of the Issuer on September 9, 2016. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization