FORM 4 [ ] 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
                      

1. Name and Address of Reporting Person *

Andrews Richard Kevin
2. Issuer Name and Ticker or Trading Symbol

BATTALION OIL CORP [ BATL ]
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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Andrews Richard Kevin
1000 LOUISIANA ST
SUITE 6600
HOUSTON, TX 77002


EVP, CFO and Treasurer

Signatures
Walter R. Mayer, Attorney-in-fact8/25/2020
**Signature of Reporting PersonDate

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