CUSIP
No. 08579X101
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SCHEDULE 13G/A
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Page 9
of 13 Pages
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Item 1.
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(a) Name of Issuer
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Berry Petroleum Corporation
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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16000
N. Dallas Parkway, Suite 500, Dallas, Texas 75248
Item 2.
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
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CarVal
Investors, LLC
, a Delaware limited liability company, 9320 Excelsior Boulevard, 7th Floor, Hopkins, MN 55343.
CVI
AA Lux Securities S.à r.l
, a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th
Floor, Hopkins, MN 55343.
CVI
AV Lux Securities S.à r.l
, a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th Floor,
Hopkins, MN 55343.
CVI
CVF III Lux Securities S.à r.l
, a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th
Floor, Hopkins, MN 55343.
CVI
CVF IV Lux Securities S.à r.l,
a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th
Floor, Hopkins, MN 55343.
CVIC
Lux Securities Trading S.à r.l,
a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th
Floor, Hopkins, MN 55343.
CarVal
CGF Lux Securities S.à r.l,
a Luxembourg entity, c/o Carval Investors, LLC, 9320 Excelsior Boulevard, 7th
Floor, Hopkins, MN 55343.
Item 2.
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(d) Title of Class of Securities
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Common Stock, par value $0.001 per
share (the “Common Stock”)
08579X101
CUSIP No. 08579X101
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SCHEDULE 13G/A
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Page 10
of 13 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Not Applicable
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CUSIP
No. 08579X101
|
SCHEDULE 13G/A
|
Page
11 of 13 Pages
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Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2018, is incorporated by reference
to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The
amount beneficially owned by each Reporting Person is determined based on 81,651,098 shares of Common Stock outstanding
as of November 29, 2018, as the Issuer reported in its Prospectus filed with the SEC on December 14, 2018.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.