Statement of Changes in Beneficial Ownership (4)
31 Mars 2023 - 01:03AM
Edgar (US Regulatory)
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FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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| 1. Name
and Address of Reporting Person * Gen IV Investment
Opportunities, LLC |
2. Issuer Name and Ticker or Trading
Symbol BATTALION OIL CORP [ BATL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
1700 BROADWAY, 35TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/28/2023
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(Street)
NEW YORK, NY 10019 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
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1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Series A Redeemable Convertible Preferred
Stock |
(3) |
3/28/2023 |
|
A |
|
5138 (1) |
|
(4) |
(5)(6) |
Common Stock |
(4) |
(2) |
5138 |
D |
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| Explanation of
Responses: |
| (1) |
This Form 4 is jointly filed
by Gen IV Investment Opportunities, LLC ("Gen IV"), a Delaware
limited liability company, LSP Generation IV, LLC ("LSP Gen IV"), a
Delaware limited liability company, and LSP Investment Advisors,
LLC ("LSP Advisors"), a Delaware limited liability company. LSP Gen
IV, as the managing member of Gen IV, has the power to direct the
affairs of Gen IV, including voting and disposing of the shares.
LSP Advisors, as the investment manager of Gen IV, also has the
power to direct the voting and disposition of the shares held by
Gen IV. For Section 16 purposes, LSP Gen IV and LSP Advisors
disclaim beneficial ownership over the shares reported herein,
except to the extent of their pecuniary interest
therein. |
| (2) |
Pursuant to a Purchase
Agreement dated as of March 28, 2023 (the "Series A Purchase
Agreement"), on March 28, 2023 (the "Issuance Date"), Gen IV
acquired from the Issuer 5,138 shares of Series A Redeemable
Convertible Preferred Stock of the Issuer, par value $0.0001 per
share ("Series A Preferred Shares") convertible into shares of
Common Stock for an aggregate purchase price of approximately $5.0
million. |
| (3) |
Pursuant to the Certificate
of Designations contemplated by the Series A Purchase Agreement
(the "Series A Certificate of Designations"), the conversion price
of the Series A Preferred Shares is $9.03 per share and is subject
to adjustment for stock splits, combinations, certain distributions
or similar events in accordance with the terms of the Series A
Certificate of Designations. |
| (4) |
Subject to the terms and
conditions of the Series A Certificate of Designations, all or any
portion of the Series A Preferred Shares may be converted by Gen IV
at any time into Common Stock at the Conversion Ratio. The
"Conversion Ratio", for each Series A Preferred Share is the
quotient of (i) the then-applicable liquidation preference (as
determined in accordance with the Series A Certificate of
Designations) and (ii) the then-applicable conversion
price. |
| (5) |
The Series A Preferred
Shares have no expiration date. If based on the Issuer's financial
statements for any fiscal quarter and a reserve report as of the
same date, as of such date: (x) the PDP PV-20 value (as determined
in accordance with the Series A Certificate of Designations)
divided by (y) the number of outstanding shares of Common Stock,
calculated on a fully diluted basis is equal to or exceeds 130% of
the Conversion Price, then the Issuer may, from time to time until
such time that the foregoing conditions are no longer satisfied or
a Material Adverse Effect (as defined in the Series A Purchase
Agreement) has occurred since the date of the most financial
statements that met the foregoing conditions, cause the conversion
of all or any portion of the Series A Preferred Shares into Common
Stock using the then-applicable Conversion Ratio. |
| (6) |
The Series A Preferred
Shares are also subject to redemption by the Issuer at any time
following the Issuance Date in accordance with the terms of the
Series A Certificate of Designations. In the event of a change of
control transaction, the Series A Preferred Shares are subject to
redemption or conversion in accordance with the terms of the Series
A Certificate of Designations. |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
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|
Director |
10% Owner |
Officer |
Other |
Gen IV Investment Opportunities, LLC
1700 BROADWAY
35TH FLOOR
NEW YORK, NY 10019 |
|
X |
|
|
LSP Generation IV, LLC
1700 BROADWAY
35TH FLOOR
NEW YORK, NY 10019 |
|
X |
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LSP Investment Advisors, LLC
1700 BROADWAY
35TH FLOOR
NEW YORK, NY 10019 |
|
X |
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Signatures
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Gen IV Investment Opportunities, LLC By: /s/ Jeff
Wade Name: Jeff Wade Title: Chief Compliance
Officer |
|
3/30/2023 |
| **Signature of Reporting
Person |
Date |
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LSP Generation IV, LLC By: /s/ Jeff Wade Name:
Jeff Wade Title: Chief Compliance Officer |
|
3/30/2023 |
| **Signature of Reporting
Person |
Date |
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LSP Investment Advisors, LLC By: /s/ Jeff Wade
Name: Jeff Wade Title: Chief Compliance Officer and Associate
General Counsel |
|
3/30/2023 |
| **Signature of Reporting
Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
Battalion Oil (AMEX:BATL)
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De Mai 2023 à Juin 2023
Battalion Oil (AMEX:BATL)
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De Juin 2022 à Juin 2023
