SEC Form 4 · accession 0001209191-15-040545
BATTALION OIL CORP · BATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
D Martin Phillips
10% Owner
Gary R Petersen
10% Owner
Robert L Zorich
10% Owner
HALRES LLC
10% Owner
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 4:30 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, par value $0.0001 per shareF1,F2 | holding | — | — | — | 2 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8% Convertible Promissory NoteF3,F4,F1,F2 | $4.50 | Feb 8, 2012 | H | — | D | Feb 8, 2014 | Feb 8, 2017 | Common Stock | 64,370,882 | 0 | D |
| 8% Convertible Promissory NoteF3,F4,F1,F2 | $2.44 | May 6, 2015 | P | — | A | Feb 8, 2017 | Feb 8, 2020 | Common Stock | 118,716,791 | — | D |
| Warrants (right to buy)F3,F4,F1,F2 | $4.50 | Feb 8, 2012 | H | 36,666,667 | D | Feb 8, 2012 | Feb 8, 2017 | Common Stock | 36,666,667 | 0 | D |
| Warrants (right to buy)F3,F4,F1,F2,F5 | $2.44 | May 6, 2015 | P | 36,666,667 | A | — | Feb 8, 2020 | Common Stock | 36,666,667 | 36,666,667 | D |
Explanation of responses
- F1These securities are owned directly by HALRES LLC ("HALRES"). EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of HALRES. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed beneficial owners of the securities held by HALRES by virtue of being members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities.
- F2This report is filed in connection with the Form 4 filed today by Mr. Miller, a director of the Issuer.
- F3On February 8, 2012, the Issuer issued to HALRES a convertible note in the amount of $275.0 million due 2017 together with five year warrants to purchase approximately 36.7 million shares of the Issuer's common stock. The convertible note was convertible into the Issuer's common stock at $4.50 per share and the warrants were exercisable at a price of $4.50 per share.
- F4(Continued from footnote 3) The Issuer elected to pay the interest due on the convertible note in kind on March 31, June 30 and September 30, 2012, thereby increasing the amount of the convertible note to $289.7 million. On May 6, 2015, the Issuer's stockholders approved amendments to the convertible note and warrants which (i) extended the maturity date of the convertible note to February 8, 2020, (ii) modified the conversion price of the convertible note to $2.44 per share, (iii) modified the exercise price of the warrants to $2.44 per share and (iv) extended the expiration date of the warrants from February 8, 2017 to February 8, 2020. The amendment is reported above as the cancellation of the prior convertible note and warrants and the acquisition of a new convertible note and warrants.
- F5The warrants are exercisable, in whole or in part, at any time before February 8, 2020.
Remarks
Exhibit List Exhibit 99 - Joint Filer Information