Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Battalion Oil Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40537Q803
(CUSIP Number)
Carlos Treistman
Luminus Management, LLC
1811 Bering Drive, Suite 400
Houston, TX 77057
(713) 826-6262
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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LUMINUS MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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10,346,293 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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10,346,293 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,346,293 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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50.1 % (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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| (1) |
The number of shares reported above includes (i) 6,151,448 shares of Common Stock owned directly by Master Fund, (ii) 1,538,357 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock
issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3) and (iii) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master
Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3). Neithe
r the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is
the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
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| (2) |
Percentage based on (i) 16,456,563 outstanding shares of Common Stock as of September 6, 2023, in reliance on the representation made by the Issuer in the Series A-1 Purchase Agreement, plus (ii) (a) 1,538,357 shares of Common Stock
issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock owned directly by Master Fund and (b) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred
Stock owned directly by Master Fund.
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BERMUDA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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10,346,293 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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10,346,293 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,346,293 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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50.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
The number of shares reported above includes (i) 6,151,448 shares of Common Stock owned directly by Master Fund, (ii) 1,538,357 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock
issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3) and (iii) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master
Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is
the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
| (2) |
Percentage based on (i) 16,456,563 outstanding shares of Common Stock as of September 6, 2023, in reliance on the representation made by the Issuer in the Series A-1 Purchase Agreement, plus (ii) (a) 1,538,357 shares of Common Stock
issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock owned directly by Master Fund and (b) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred
Stock owned directly by Master Fund.
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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JONATHAN BARRETT
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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10,346,293 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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10,346,293 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,346,293 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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50.1 % (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
The number of shares reported above includes (i) 6,151,448 shares of Common Stock owned directly by Master Fund, (ii) 1,538,357 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock
issued to Master Fund pursuant to the Series A Purchase Agreement (as discussed in Item 3) and (iii) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock issued to Master
Fund pursuant to the Series A-1 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is
the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
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| (2) |
Percentage based on (i) 16,456,563 outstanding shares of Common Stock as of September 6, 2023, in reliance on the representation made by the Issuer in the Series A-1 Purchase Agreement, plus (ii) (a) 1,538,357 shares of Common Stock
issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock owned directly by Master Fund and (b) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred
Stock owned directly by Master Fund.
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SCHEDULE 13D
EXPLANATORY NOTE
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on August 15, 2019, as amended by Amendment No. 1
thereto originally filed with the SEC on October 22, 2019 and Amendment No. 2 thereto originally filed with the SEC on March 30, 2023 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 3 does not modify
any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 1. |
Security and Issuer.
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This Amendment No. 3 relates to shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of Battalion Oil Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3505
West Sam Houston Parkway North, Suite 300, Houston, TX 77043.
| Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended by adding the following:
As described in Item 4 below, on September 6, 2023, Master Fund purchased 20,269 shares of Series A-1 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-1 Preferred Stock”), for aggregate
consideration of approximately $19.8 million pursuant to the Series A-1 Purchase Agreement, dated September 6, 2023 (the “Series A-1 Purchase Agreement”), by and among the Issuer, Master Fund and the other purchasers party thereto.
The funds used to purchase these securities were obtained from the general working capital of the Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any
funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 4. |
Purpose of Transaction.
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Item 4 is hereby amended by adding the following:
The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 3 are incorporated herein by re
ference.
On September 6, 2023, the Issuer, Master Fund and the other purchasers party thereto entered into the Series A-1 Purchase Agreement. On September 6, 2023, Master Fund purchased 20,269 shares of Series A-1 Preferred Stock for approximately $19.8
million.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) |
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on (i) 16,456,563 outstanding shares of Common Stock as of September 6, 2023,
in reliance on the representation made by the Issuer in the Series A-1 Purchase Agreement, plus (ii) (a) 1,538,357 shares of Common Stock issuable upon conversion or redemption of 13,336 shares of Series A Preferred Stock owned directly by
Master Fund and (b) 2,656,488 shares of Common Stock issuable upon conversion or redemption of 20,269 shares of Series A-1 Preferred Stock owned directly by Master Fund.
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| (b) |
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
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SCHEDULE 13D
| (c) |
Except as set forth herein, no transactions in the Common Stock were effected during the past sixty days by any Reporting Person.
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| (d) |
No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.
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| (e) |
Not applicable.
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| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended by adding the following:
Series A-1 Purchase Agreement
On September 6, 2023, the Issuer, Master Fund and the other purchasers party thereto entered into the Series A-1 Purchase Agreement, pursuant to which Master Fund purchased 20,269 shares of Series A-1 Preferred Stock for approximately $19.8
million. The Series A-1 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A Preferred Stock holding at least two-thirds (66 ⅔%) of the shares held by such purchasers
must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-1 Preferred Stock is given the option to receive a cash payment per share
equal to the then applicable Redemption Price (as defined in the Series A-1 Certificate of Designations).
The foregoing description of the Series A-1 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-1 Purchase Agreement, a copy of which is attached as Exhibit 8 to this Amendment No. 3 and incorporated by
reference herein.
Series A-1 Certificate of Designations
Subject to the terms and conditions of the Series A Certificate of Designations the Issuer filed with the Delaware Secretary of State on September 6, 2023 (the “Series A-1 Certificate of Designations”), all or any portion of the shares of Series
A-1 Preferred Stock may be converted into Common Stock at any time based on the then-applicable liquidation preference (as determined in accordance with the Series A-1 Certificate of Designations) divided by the applicable conversion price (the
“Conversion Ratio”). The ordinary conversion price of the Series A-1 Preferred Stock is $7.63 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events.
Subject to the terms and conditions of the Series A-1 Certificate of Designations, 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-1 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-1 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-1 Preferred Stock into Common Stock using the then-applicable Conversion Ratio. The shares of Series A-1 Preferred Stock are also subject to redemption by the Issuer
at any time following the closing date of the issuance of shares of Series A-1 Preferred Stock in accordance with the terms of the Series A-1 Certificate of Designations. In the event of a change of control transaction, the shares of Series A-1
Preferred Stock are subject to redemption or conversion in accordance with the terms of the Series A-1 Certificate of Designations.
This summary is qualified in its entirety by reference to the full text of the Series A-1 Certificate of Designations, a copy of which is attached as Exhibit 7 to this Amendment No. 3 and incorporated by reference herein.
SCHEDULE 13D
Amendment No. 2 to Registration Rights Agreement
Concurrently with the closing of transactions contemplated by the Series A-1 Purchase Agreement, Master Fund entered into Amendment No. 2 to the Registration Rights Agreement, dated October 8, 2019, as amended by Amendment No. 1 thereto on March
28, 2023 (the “Second RRA Amendment”), with the Issuer and certain other stockholders of the Issuer listed on the signature pages thereto. The Second RRA Amendment, among other things amended the definition of Registrable Securities to include the
shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock.
This summary is qualified in its entirety by reference to the full text of the Second RRA Amendment, a copy of which is attached as Exhibit 6 to this Amendment No. 3 and incorporated by reference herein.
| Item 7. |
Material to Be Filed as Exhibits
|
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Amendment No. 2 to the Registration Rights Agreement, dated September 6, 2023, by and among the Issuer and the holders named therein (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed on
September 7, 2023).
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Certificate of Designations, dated September 6, 2023, of the Issuer (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K, filed on September 7, 2023).
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Purchase Agreement, dated September 6, 2023, by and among the Issuer, Master Fund and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on September 7, 2023).
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SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: September 8, 2023
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LUMINUS MANAGEMENT, LLC
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By:
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/s/ Jonathan Barrett
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Name:
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Jonathan Barrett
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Title:
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President
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LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
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By:
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/s/ Jonathan Barrett
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Name:
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Jonathan Barrett
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Title:
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Director
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/s/ Jonathan Barrett
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JONATHAN BARRETT
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