SEC Form 4 · accession 0001209191-15-040601

BATTALION OIL CORP · BATL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David B Miller

Director

Period of report

May 6, 2015

Accepted (ET)

May 8, 2015 · 4:52 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	May 6, 2015	A	97,200	$0.00	A	175,000	D
Common Stock^F1	holding	—	—		—	2	I	See Footnote
Common Stock^F2	holding	—	—		—	3,750,000	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
8% Convertible Promissory Note^F3,F1	$4.50	Feb 8, 2012	H	—	D	Feb 8, 2014	Feb 8, 2017	Common Stock	64,370,882	—	I
8% Convertible Promissory Note^F3,F1	$2.44	May 6, 2015	P	—	A	Feb 8, 2017	Feb 8, 2020	Common Stock	118,716,791	—	I
Warrants (right to buy)^F3,F1	$4.50	Feb 8, 2012	H	36,666,667	D	Feb 8, 2012	Feb 8, 2017	Common Stock	36,666,667	0	I
Warrants (right to buy)^F3,F1,F4	$2.44	May 6, 2015	P	36,666,667	A	—	Feb 8, 2020	Common Stock	36,666,667	36,666,667	I

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, the reporting person may be deemed the beneficial owner of the securities held by HALRES by virtue of being a member of RNBD GP, LLC, the sole member of EnCap Investments GP, LLC, the general partner of EnCap Investments, L.P., the general partner of EnCap Equity Fund VIII GP, L.P., the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities.
F2These securities are owned directly by EnCap Fund VIII. The reporting person, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed the beneficial owners of the securities held by EnCap Fund VIII by virtue of being members of RNBD, the sole member of EnCap Investments GP, the general partner of EnCap Investments, L.P., the general partner of EnCap Fund VIII GP, the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities.
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. 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.
F4The warrants are exercisable, in whole or in part, at any time before February 8, 2020.

Remarks

Footnote (3) continued: 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.