SEC Form 4 · accession 0000905718-18-000698

Berry Petroleum Corp · BRY

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

Reporting owners

Benefit Street Partners LLC

Director · 10% Owner

Thomas Gahan

10% Owner

Period of report

Feb 1, 2018

Accepted (ET)

Aug 1, 2018 · 6:05 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^F1,F3,F4	Jul 25, 2018	C	1,877,878	—	A	2,997,976	I	By BSP Berry Credit Alpha 1 L.L.C.
Common Stock^F2,F3,F4	Jul 30, 2018	D	196,704	$13.1572	D	2,801,272	I	By BSP Berry Credit Alpha 1 L.L.C.
Common Stock^F1,F3,F4	Jul 25, 2018	C	1,332,171	—	A	2,126,771	I	By BSP Berry Credit Alpha 2 L.L.C.
Common Stock^F2,F3,F4	Jul 30, 2018	D	139,543	$13.1572	D	1,987,228	I	By BSP Berry Credit Alpha 2 L.L.C.
Common Stock^F1,F3,F4	Jul 25, 2018	C	2,097,140	—	A	3,348,022	I	By Providence Debt Fund III L.P.
Common Stock^F2,F3,F4	Jul 30, 2018	D	219,672	$13.1572	D	3,128,350	I	By Providence Debt Fund III L.P.
Common Stock^F1,F3,F4	Jul 25, 2018	C	1,116,805	—	A	1,782,946	I	By BSP Berry DF3 3 LLC
Common Stock^F2,F3,F4	Jul 30, 2018	D	116,983	$13.1572	D	1,665,963	I	By BSP Berry DF3 3 LLC
Common Stock^F1,F3,F4	Jul 25, 2018	C	291,765	—	A	465,795	I	By SEI Institutional Investments Trust - High Yield Bond Fund
Common Stock^F2,F3,F4	Jul 30, 2018	D	30,562	$13.1572	D	435,233	I	By SEI Institutional Investments Trust - High Yield Bond Fund
Common Stock^F1,F3,F4	Jul 25, 2018	C	217,040	—	A	346,499	I	By SEI Institutional Managed Trust - High Yield Bond Fund
Common Stock^F2,F3,F4	Jul 30, 2018	D	22,735	$13.1572	D	323,764	I	By SEI Institutional Managed Trust - High Yield Bond Fund
Common Stock^F1,F3,F4	Jul 25, 2018	C	110,163	—	A	175,873	I	By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund
Common Stock^F2,F3,F4	Jul 30, 2018	D	11,539	$13.1572	D	164,334	I	By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund
Common Stock^F1,F3,F4	Jul 25, 2018	C	50,711	—	A	80,960	I	By U.S. High Yield Bond Fund
Common Stock^F2,F3,F4	Jul 30, 2018	D	5,312	$13.1572	D	75,648	I	By U.S. High Yield Bond Fund
Common Stock^F1,F3,F4	Jul 25, 2018	C	1,361,965	—	A	1,941,774	I	By BSP Berry Special Situations 3 LLC
Common Stock^F2,F3,F4	Jul 30, 2018	D	124,927	$13.1572	D	1,816,847	I	By BSP Berry Special Situations 3 LLC
Common Stock^F1,F3,F4	Jul 25, 2018	C	1,265,882	—	A	2,020,944	I	By BSP Berry SEI 2 LLC
Common Stock^F2,F3,F4	Jul 30, 2018	D	85,924	$13.1572	D	1,935,020	I	By BSP Berry SEI 2 LLC
Common Stock^F1,F3,F4	Jul 25, 2018	C	53,869	—	A	86,001	I	By Blackrock Strategic Funds
Common Stock^F2,F3,F4	Jul 30, 2018	D	11,163	$13.1572	D	74,838	I	By Blackrock Strategic Funds
Common Stock^F1,F3,F4	Jul 25, 2018	C	2,060,182	—	A	3,289,017	I	By BSP Berry PECM LLC
Common Stock^F2,F3,F4	Jul 30, 2018	D	426,903	$13.1572	D	2,862,114	I	By BSP Berry PECM LLC
Common Stock^F3,F4	Mar 6, 2018	P	80,639	$9.25	A	593,894	I	By BSP Special Situations Master A L.P.
Common Stock^F1,F3,F4	Jul 25, 2018	C	409,186	—	A	1,003,080	I	By BSP Special Situations Master A L.P.
Common Stock^F1,F3,F4	Jul 25, 2018	C	315,000	—	A	315,000	I	By Hampshire Credit Alpha Master Fund LP
Common Stock^F5	Feb 1, 2018	S	30,093	$9.25	D	0	I	By Schroder GAIA fund

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 Stock^F1,F3,F4	—	Jul 25, 2018	C	1,788,457	D	—	—	Common Stock	1,877,878	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,268,735	D	—	—	Common Stock	1,332,171	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,997,277	D	—	—	Common Stock	2,097,140	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,063,624	D	—	—	Common Stock	1,116,805	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	277,872	D	—	—	Common Stock	291,765	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	206,704	D	—	—	Common Stock	217,040	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	104,918	D	—	—	Common Stock	110,163	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	48,297	D	—	—	Common Stock	50,711	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,297,111	D	—	—	Common Stock	1,361,965	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,205,603	D	—	—	Common Stock	1,265,882	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	51,305	D	—	—	Common Stock	53,869	0	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	1,962,079	D	—	—	Common Stock	2,060,182	0	I
Series A Convertible Preferred Stock^F3,F4,F1	—	Mar 6, 2018	P	73,998	D	—	—	Common Stock	77,697	389,701	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	389,701	D	—	—	Common Stock	409,186	0	I
Series A Convertible Preferred Stock^F3,F4,F1	—	May 30, 2018	P	300,000	D	—	—	Common Stock	315,000	300,000	I
Series A Convertible Preferred Stock^F1,F3,F4	—	Jul 25, 2018	C	300,000	D	—	—	Common Stock	315,000	0	I
Series A Convertible Preferred Stock^F5,F1	—	Feb 1, 2018	S	45,723	D	—	—	Common Stock	48,009	0	I

Explanation of responses

F1In connection with the initial public offering of Berry Petroleum Corporation (the "Issuer"), on July 25, 2018, prior to the effectiveness of the Issuer's Section 12 registration, each outstanding share of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") was automatically converted into (i) 1.05 shares of common stock and (ii) the right to receive $1.75, minus the amount of any cash dividend paid by the Issuer on such share of Preferred Stock in respect of any period commencing on or after April 1, 2018.
F2These shares of common stock of the Issuer were sold to the Issuer pursuant to a Stock Purchase Agreement with the Issuer, at a per share price equal to the price paid by the underwriters for a share of the Issuer's common stock in the Issuer's initial public offering.
F3The reported shares are held in the respective quantities indicated by BSP Berry Credit Alpha 1 L.L.C., BSP Berry Credit Alpha 2 L.L.C., Providence Debt Fund III L.P., BSP Berry DF3 3 LLC, SEI Institutional Investments Trust - High Yield Bond Fund, SEI Institutional Managed Trust - High Yield Bond Fund, SEI Global Master Fund plc - The High Yield Fixed Income Fund, U.S. High Yield Bond Fund, BSP Special Situations Master A L.P., BSP Berry Special Situations 3 LLC, BSP Berry SEI 2 LLC, Blackrock Strategic Funds, BSP Berry PECM LLC and Hampshire Credit Alpha Master Fund LP (collectively, the "BSP Funds"). Benefit Street Partners L.L.C. ("BSP") serves as the investment adviser to each of the BSP Funds. Mr. Gahan controls BSP through his indirect ownership of membership interests of BSP and as Chief Executive Officer of BSP's sole managing member (continued in footnote 4).
F4(continued from footnote 3) As a result, each of BSP and Mr. Gahan may be deemed to beneficially own the securities held by each of the BSP Funds. Each reporting person disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Pursuant to a stockholders agreement between the Issuer and certain holders party thereto, BSP has the right to designate a director to the Issuer's board of directors. Brent S. Buckley currently serves as BSP's designee.
F5BSP served as the investment manager to Schroder GAIA BSP Credit, a sub-fund of the Schroder GAIA fund.