SEC Form 4 · accession 0001209191-16-141287
BATTALION OIL CORP · BATL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David B Miller
Director
Period of report
Sep 9, 2016
Accepted (ET)
Sep 13, 2016 · 6:21 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 StockF1 | Sep 9, 2016 | J | 35,000 | $0.00 | D | 0 | D | |
| Common StockF1,F2,F3 | Sep 9, 2016 | J | 750,000 | $0.00 | D | 0 | I | By EnCap Fund VIII |
| Common StockF1,F4 | Sep 9, 2016 | J | 1 | $0.00 | D | 0 | I | By HALRES, LLC |
| Common StockF5 | Sep 12, 2016 | J | 1,031 | $0.00 | A | 1,031 | D | |
| Common StockF2,F5,F3 | Sep 12, 2016 | J | 22,088 | $0.00 | A | 22,088 | I | By EnCap Fund VIII |
| Common StockF6 | Sep 12, 2016 | J | 3,600,000 | $0.00 | A | 3,600,000 | I | By HALRES, LLC |
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 NoteF7,F4 | — | Sep 9, 2016 | J | — | D | — | — | Common Stock | — | 0 | I |
| Warrants (right to buy)F8,F4 | — | Sep 9, 2016 | J | 36,666,667 | D | — | — | Common Stock | — | 0 | I |
| Warrants (right to buy)F9,F4 | $14.04 | Sep 9, 2016 | J | 947,369 | A | Sep 9, 2016 | Sep 9, 2020 | Common Stock | — | 947,369 | I |
Explanation of responses
- F1On July 27, 2016, the Issuer and certain of its subsidiaries (the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On September 8, 2016, the Bankruptcy Court entered an order confirming the Debtors' Amended Joint Prepackaged Chapter 11 Plan Under Chapter 11 of the Bankruptcy Code, dated as of September 2, 2016 (the "Plan") and on September 9, 2016 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from the chapter 11 cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished.
- F2The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F3These 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.
- F4These 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.
- F5New shares of the Issuer's common stock, par value $0.0001 per share (the "New Shares") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 1 New Share for every 34 shares of Old Common Stock held by the Reporting Person on the Effective Date of the Plan. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.
- F6In accordance with the Plan approved by the Bankruptcy Court, HALRES, LLC received New Shares in exchange for the 8% Convertible Promissory Note .
- F7In accordance with the Plan approved by the Bankruptcy Court, the Issuer's 8% Convertible Promissory Note ("Converitble Note") held by HALRES LLC, on the Effective Date, was entitled to receive (i) the Convertible Noteholder Cash Distribution (as defined in the Plan); (ii) the Convertible Noteholder New Common Shares (as defined in the Plan); and (iii) the Convertible Noteholder New Warrants (as defined in the Plan).. Such exchange was involuntary, without consideration and in accordance with the terms of the Plan.
- F8In accordance with the Plan approved by the Bankruptcy Court, all existing warrants were cancelled without consideration.
- F9In accordance with the Plan approved by the Bankruptcy Court, HALRES, LLC received Convertible Noteholder New Warrants to purchase 1.0% of the New Common Shares outstanding as of the Effective Date (subject to dilution by the Management Incentive Plan) exercisable for a four (4) year period commencing on the Effective Date at a per share exercise price equal to $1,330,000,000 divided by the total number of New Common Shares issued and outstanding as of the Effective Date.