SEC Form 4 · accession 0000769993-18-000431
Berry Petroleum Corp · BRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
10% Owner
Period of report
Jul 30, 2018
Accepted (ET)
Aug 1, 2018 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001705873
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF2,F3,F1,F4,F5,F6 | Jul 30, 2018 | S | 516,373 | $13.1572 | D | 6,895,771 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed on behalf of Goldman Sachs Asset Management, L.P., a Delaware limited partnership (the "Reporting Person").
- F2Pursuant to an underwriting agreement, dated July 25, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.001 per share (the "Common Stock"), of Berry Petroleum Corporation (f/k/a Berry Petroleum, LLC) (the "Company"), pursuant to the final prospectus supplement dated July 25, 2018, which offering was consummated on July 30, 2018 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling stockholders, which included (i) Goldman Sachs Trust-Goldman Sachs High Yield Fund, (ii) Goldman Sachs Trust-Goldman Sachs Tactical Tilt Overlay Fund, (iii) Energy Investment Opportunities Offshore WTI Ltd, (continued in next footnote)
- F3(3)(iv) Energy Investment Opportunities LLC, (v) Global High Yield Portfolio II WTI Ltd, (vi) EIOF PIV WTI Ltd, (vii) Tactical Tilt Overlay LLC, and (viii) Insurance Company of the West, (collectively, the "GSAM funds and accounts"). The GSAM funds and accounts sold an aggregate of 516,373 shares of Common Stock. Goldman Sachs & Co. LLC was one of the underwriters under the Underwriting Agreement.
- F4The Reporting Person may be deemed to beneficially own indirectly, 6,895,771 shares of the Company's Common Stock as the investment manager of the GSAM funds and accounts.
- F5The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F6As of July 30, 2018, the Reporting Person is no longer a beneficial owner of more than 10% of the Common Stock of the Company.