4//SEC Filing
LUMINUS MANAGEMENT LLC 4
Accession 0001140361-24-016710
CIK 0001282648other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 8:29 PM ET
Size
11.9 KB
Accession
0001140361-24-016710
Insider Transaction Report
Form 4
Barrett Jonathan Dan
10% Owner
Transactions
- Award
Series A-3 Redeemable Convertible Preferred Stock
2024-03-27+9,835→ 9,835 total(indirect: See Footnote)→ Common Stock
LUMINUS MANAGEMENT LLC
10% Owner
Transactions
- Award
Series A-3 Redeemable Convertible Preferred Stock
2024-03-27+9,835→ 9,835 total(indirect: See Footnote)→ Common Stock
Transactions
- Award
Series A-3 Redeemable Convertible Preferred Stock
2024-03-27+9,835→ 9,835 total(indirect: See Footnote)→ Common Stock
Footnotes (6)
- [F1]Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
- [F2]Pursuant to a Purchase Agreement dated as of March 27, 2024 (the "Series A-3 Purchase Agreement"), on March 27, 2024 (the "Issuance Date"), Master Fund acquired from the Issuer 9,835 shares of Series A-3 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-3 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $9.6 million.
- [F3]Pursuant to the Certificate of Designations contemplated by the Series A-3 Purchase Agreement (the "Series A-3 Certificate of Designations"), the conversion price of the Series A-3 Preferred Shares is $6.83 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-3 Certificate of Designations.
- [F4]Subject to the terms and conditions of the Series A-3 Certificate of Designations, commencing on July 25, 2024, all or any portion of the Series A-3 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-3 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) and (ii) the then-applicable conversion price.
- [F5]The Series A-3 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-3 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-3 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-3 Preferred Shares into Common Stock using the then-applicable Conversion Ratio.
- [F6]The Series A-3 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-3 Certificate of Designations. In the event of a change of control transaction, the Series A-3 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-3 Certificate of Designations.
Documents
Issuer
BATTALION OIL CORP
CIK 0001282648
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001279151
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 8:29 PM ET
- Size
- 11.9 KB