Statement of Changes in Beneficial Ownership (4)
February 21 2020 - 4:20PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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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
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Kasparek Leah R. |
2. Issuer Name and Ticker or Trading Symbol
BATTALION OIL CORP
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BATL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, HR & Administration |
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(Last)
(First)
(Middle)
1000 LOUISIANA STREET, SUITE 6600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2020 |
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 522 | D | |
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 |
| Employee Stock Option (Right to Buy) | $18.91 | 2/20/2020 | | A (1)(2) | | 8855 | | (3) | 2/20/2027 | Common Stock | 8855 | $0.00 | 8855 | D | |
| Employee Stock Option (Right to Buy) | $28.23 | 2/20/2020 | | A (1)(2) | | 8855 | | (4) | 2/20/2027 | Common Stock | 8855 | $0.00 | 8855 | D | |
| Employee Stock Option (Right to Buy) | $37.83 | 2/20/2020 | | A (1)(2) | | 8855 | | (5) | 2/20/2027 | Common Stock | 8855 | $0.00 | 8855 | D | |
| Restricted Stock Unit | (6) | 2/20/2020 | | A (1)(2) | | 8855 | | (6) | (6) | Common Stock | 8855 | $0.00 | 8855 | D | |
| Restricted Stock Unit | (7) | 2/20/2020 | | A (1)(2) | | 8855 | | (7) | (7) | Common Stock | 8855 | $0.00 | 8855 | D | |
| Restricted Stock Unit | (8) | 2/20/2020 | | A (1)(2) | | 17709 | | (8) | (8) | Common Stock | 17709 | $0.00 | 17709 | D | |
| Explanation of Responses: |
| (1) | On August 7, 2019, the Issuer and its subsidiaries (collectively, 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 Southern District of Texas (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On September 24, 2019, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On October 8, 2019 (the "Effective Date"), the Plan became effective in accordance with 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. |
| (2) | All awards are issued in accordance with the Plan approved by the Bankruptcy Court and pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors. |
| (3) | 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 an Issuer equity value of $335.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. |
| (4) | 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 an Issuer equity value of $500.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. |
| (5) | 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 an Issuer equity value of $670.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. |
| (6) | The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning February 20, 2021. |
| (7) | The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in full only upon the achievement of certain business combination goals. |
| (8) | The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to a decrease to zero based on the Issuer's total shareholder return relative to the total shareholder return of certain of its peer companies over the four-year period ending on February 20, 2024 (the "Performance Period".) The RSUs vest at the end of the Performance Period. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kasparek Leah R.
1000 LOUISIANA STREET, SUITE 6600
HOUSTON, TX 77002 |
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| SVP, HR & Administration |
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Signatures
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| Walter R. Mayer, Attorney-in-fact | | 2/24/2020 |
| **Signature of Reporting Person | Date |