SEC Form 4 · accession 0001209191-16-141288

BATTALION OIL CORP · BATL

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

Reporting owner

Floyd C Wilson

Officer — Chairman, CEO & President

Period of report

Sep 9, 2016

Accepted (ET)

Sep 13, 2016 · 6:22 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^F1	Sep 9, 2016	J	1,044,449	$0.00	D	0	D
Common Stock^F1,F2	Sep 9, 2016	J	23,361	$0.00	D	0	I	By Trusts
Common Stock^F1,F3	Sep 9, 2016	J	81,600	$0.00	D	0	I	By Family Trusts
Common Stock^F1,F4	Sep 9, 2016	J	11,000	$0.00	D	0	I	By Trust
Common Stock^F5	Sep 12, 2016	J	30,760	$0.00	A	30,760	D
Common Stock^F6	Sep 12, 2016	J	4,292	$0.00	A	35,052	D
Common Stock^F7	Sep 12, 2016	A	918,750	$0.00	A	953,802	D
Common Stock^F5,F2	Sep 12, 2016	J	688	$0.00	A	688	I	By Trusts
Common Stock^F5,F3	Sep 12, 2016	J	2,403	$0.00	A	2,403	I	By Family Trusts
Common Stock^F5,F4	Sep 12, 2016	J	324	$0.00	A	324	I	By Trust
Common Stock^F8	Sep 12, 2016	J	4,292	$0.00	A	4,292	I	By Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
5.75% Series A Preferred Stock^F9	—	Sep 9, 2016	J	1,000	D	Jun 13, 2013	—	Common Stock	32,490	0	D
Employee Stock Option (Right to Buy)^F10	—	Sep 12, 2016	A	1,837,500	A	—	Sep 12, 2026	Common Stock	1,837,500	1,837,500	D
Warrants (Right to Buy)^F11	$14.04	Sep 9, 2016	J	1,165	A	Sep 9, 2016	Sep 9, 2020	Common Stock	—	1,165	D
Warrants (Right to Buy)^F12	$14.04	Sep 9, 2016	J	1,165	A	Sep 9, 2016	Sep 9, 2020	Common Stock	—	1,165	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.
F10In accordance with the Plan approved by the Bankruptcy Court, the Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to the greater of (1) the per share value based on an Issuer equity value of $650.0 million or (2) the weighted average trading price of the New Shares for the seven (7) trading days commencing on the first trading day immediately following the Effective Date (assuming the New Shares are then publicly traded). The Options will vest over 3 years in equal annual installments provided the Reporting Person remains employed by the Issuer as of the respective annual vesting dates.
F11In accordance with the Plan approved by the Bankruptcy Court, the Reporting Person received Unsecured Noteholder New Warrants to purchase New Common Shares exercisable for a four (4) year period commencing on the Effective Date.
F12In accordance with the Plan approved by the Bankruptcy Court, the Reporting Person's spouse received Unsecured Noteholder New Warrants to purchase New Common Shares exercisable for a four (4) year period commencing on the Effective Date.
F2These shares are held in trusts for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trusts. The 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.
F3The shares are held in seventeen trusts for the benefit of family members for which the reporting person serves as the trustee. The 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.
F4The shares are held in a trust for the benefit of the reporting person's grandchild for which the reporting person serves as the trustee. The 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.
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, the Reporting Person received New Shares in exchange for unsecured debt.
F7In accordance with the Plan approved by the Bankruptcy Court, the Reporting Person received an award of restricted stock, 50% of which will vest on the grant date being the first full day of trading of the New Shares following the Effective Date. The remaining 50% will vest on the first anniversary of the grant date, provided the Reporting Person remains employed by the Issuer as of such vesting date.
F8In accordance with the Plan approved by the Bankruptcy Court, the Reporting Person's spouse received New Shares in exchange for unsecured debt.
F9In accordance with the Plan approved by the Bankruptcy Court, the Issuer's 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Preferred Stock") was cancelled on the Effective Date and holders of the Preferred Stock received their pro rata share of the Preferred Stock Cash Distribution (as defined in the Plan). Such exchange was involuntary, without consideration and in accordance with the terms of the Plan.