Statement of Changes in Beneficial Ownership (4)
August 25 2020 - 4:14PM
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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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
*
Andrews Richard Kevin |
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) EVP, CFO and Treasurer |
(Last)
(First)
(Middle)
1000 LOUISIANA ST, SUITE 6600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2020 |
(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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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 | 8/21/2020 | | A (1) | | 26564 | | (2) | 8/21/2027 | Common Stock | 26564 | $0.00 | 26564 | D | |
Employee Stock Option (Right to Buy) | $28.23 | 8/21/2020 | | A (1) | | 26564 | | (3) | 8/21/2027 | Common Stock | 26564 | $0.00 | 26564 | D | |
Employee Stock Option (Right to Buy) | $37.83 | 8/21/2020 | | A (1) | | 26564 | | (4) | 8/21/2027 | Common Stock | 26564 | $0.00 | 26564 | D | |
Restricted Stock Unit | (5) | 8/21/2020 | | A (1) | | 26564 | | (5) | (5) | Common Stock | 26564 | $0.00 | 26564 | D | |
Restricted Stock Unit | (6) | 8/21/2020 | | A (1) | | 26564 | | (6) | (6) | Common Stock | 26564 | $0.00 | 26564 | D | |
Restricted Stock Unit | (7) | 8/21/2020 | | A (1) | | 53128 | | (7) | (7) | Common Stock | 53128 | $0.00 | 53128 | D | |
Explanation of Responses: |
(1) | All awards are pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors. |
(2) | The Reporting Person received an award of stock options ("Options"). 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. |
(3) | The Reporting Person received an award of stock options ("Options"). 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. |
(4) | The Reporting Person received an award of stock options ("Options"). 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. |
(5) | The Reporting Person received an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning August 21, 2021. |
(6) | The Reporting Person received an award of restricted stock units ("RSUs"). 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. |
(7) | The Reporting Person received an award of restricted stock units ("RSUs"). 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 |
Andrews Richard Kevin 1000 LOUISIANA ST SUITE 6600 HOUSTON, TX 77002 |
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| EVP, CFO and Treasurer |
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Signatures
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Walter R. Mayer, Attorney-in-fact | | 8/25/2020 |
**Signature of Reporting Person | Date |
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