SEC Form 4/A · accession 0001209191-15-044962
BATTALION OIL CORP · BATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
CANADA PENSION PLAN INVESTMENT BOARD
10% Owner · Other
CPP Investment Board PMI-2 Inc.
10% Owner · Other
Period of report
May 6, 2015
Accepted (ET)
May 20, 2015 · 5:09 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 StockF2,F4 | May 6, 2015 | A | 97,200 | $0.00 | A | 6,259,683 | D | |
| Common StockF4,F3 | holding | — | — | — | 43,877,566 | 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 StockF5 | — | holding | — | — | — | — | — | Common Stock | 6,497,724 | 40,000 | D |
Explanation of responses
- F1Canada Pension Plan Investment Board ("CPPIB") is the employer of Kevin Godwin, a non-employee director of the Issuer. The Issuer and Mr. Godwin have agreed that any options or other rights to acquire securities that would otherwise be paid or given to Mr. Godwin by the Issuer as a result of his service as a director of the Issuer shall instead be issued to CPPIB as Mr. Godwin's employer. Accordingly, the Issuer issued these restricted shares directly to CPPIB on May 6, 2015. Mr. Godwin has no beneficial ownership of or pecuniary interest in these restricted shares.
- F2On March 2, 2015, the Issuer paid a quarterly dividend on its its 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Convertible Preferred Stock") to holders of record on February 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. CPPIB received 296,610 shares of common stock pursuant to this dividend payment, which is reflected in the total above.
- F3On 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.
- F4Effective March 31, 2014, CPPIB PMI-2 transferred 7,800 shares to CPPIB.
- 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.
Remarks
Director by Deputization. Prior reports inadvertently failed to note the "Director by Deputization" status of the Reporting Persons.