Initial Statement of Beneficial Ownership (3)
November 10 2022 - 05:14PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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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 * Oaktree
Value Opportunities Fund Holdings, L.P. |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
11/3/2022
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3. Issuer Name and Ticker or Trading
Symbol Berry Corp (bry) [BRY] |
|
(Last)
(First)
(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND
AVENUE, 28TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
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(Street)
LOS
ANGELES, CA 90071
(City)
(State)
(Zip)
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5. If Amendment, Date Original
Filed(MM/DD/YYYY)
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6. Individual or Joint/Group
Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
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Common Stock |
7797000 (1)(2) |
D (3)(4)(5) |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of
Responses: |
| (1) |
This Form 3 is being filed
by the Reporting Persons (as defined below) to reflect the
acquisition of beneficial ownership (as defined under Section 13D
of the Securities Exchange Act of 1934, as amended) of more than
10% of the common stock, par value $0.001 per share (the "Common
Stock") of the Issuer. The Reporting Persons had, prior to the
above described acquisition on the date of the event requiring this
Form 3, beneficially owned less than 10% of the Common
Stock. |
| (2) |
Consists of 3,354,419 shares
of Common Stock held by Oaktree Opportunities Fund X Holdings
(Delaware), L.P. ("Fund X Delaware"), 3,070,299 shares of Common
Stock held by Oaktree Opportunities Fund Xb Holdings (Delaware),
L.P. ("Fund Xb Delaware") and 1,372,282 shares of Common Stock held
by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF
Holdings"). |
| (3) |
This Form 3 is being filed
jointly by (each "Reporting Person" and, collectively, the
"Reporting Persons") (i) VOF Holdings, (ii) Oaktree Value
Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the
general partner of VOF Holdings, (iii) Oaktree Value Opportunities
Fund GP Ltd. ("VOF GP Ltd."), (iv) Fund X Delaware, (v) Fund Xb
Delaware, (vi) Oaktree Fund GP, LLC ("Fund GP") in its capacity as
the general partner of Fund X Delaware and Fund Xb Delaware, (in
its capacity as the general partner of VOF GP, (vii) Oaktree Fund
GP I, L.P. ("GP I") in its capacity as the managing member of Fund
GP and the sole shareholder of VOF GP Ltd., (viii) Oaktree Capital
I, L.P. ("Capital I") in its capacity as the general partner of GP
I, (ix) OCM Holdings I, LLC ("Holdings I") in its capacity as the
general partner of Capital I, (x) Oaktree Holdings, LLC
("Holdings") in its capacity as the managing member of Holdings I,
(cont'd in FN 4) |
| (4) |
(cont'd from FN 3) (xi)
Oaktree Capital Management, L.P. ("Management") in its capacity as
the sole director of VOF GP Ltd, (xii) Oaktree Capital Management
GP, LLC ("Management GP"), in its capacity as the general partner
of Management, (xiii) Atlas OCM Holdings LLC ("Atlas"), in its
capacity as the sole managing member of Management GP, (xiv)
Oaktree Capital Group, LLC ("OCG") in its capacity as the managing
member of Holdings, (xv) Oaktree Capital Group Holdings GP, LLC
("OCGH GP") in its capacity as the indirect owner of the class B
units of each of OCG and Atlas, (xvi) Brookfield Asset Management
Inc. ("BAM"), in its capacity as the indirect owner of the class A
units of each of OCG and Atlas and (xvii) BAM Partners Trust ("BAM
Partnership"), in its capacity as the sole owner of Class B Limited
Voting Shares of BAM. |
| (5) |
The members of OCGH GP are
Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and
Sheldon M. Stone, who, by virtue of their membership interests in
OCGH GP, may be deemed to share voting and dispositive power with
respect to the shares of Common Stock and Series A Preferred Stock
reported herein. Each of the general partners, managing members,
directors and managers described above disclaims beneficial
ownership of the securities reported herein beneficially or of
record owned by the Reporting Persons, except to the extent of any
pecuniary interest therein. |
Remarks:
This Form 3 is being filed in two parts due to the large number of
reporting persons. The two filings relate to the same transactions
described above. // Form 1 of 2 |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Oaktree Value Opportunities Fund Holdings,
L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
Oaktree Value Opportunities Fund GP, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
Oaktree Value Opportunities Fund GP Ltd.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
Oaktree Opportunities Fund X Holdings (Delaware),
L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
Oaktree Opportunities Fund Xb Holdings
(Delaware), L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
Oaktree Fund GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
|
|
OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
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Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
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X |
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OCM HOLDINGS I, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
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|
OAKTREE HOLDINGS, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071 |
|
X |
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Signatures
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See Signatures included in Exhibit
99.1 |
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11/10/2022 |
| **Signature of Reporting
Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
If the form is filed by more than one
reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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