UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Battalion Oil Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
02081G102
(CUSIP Number)
Jeffrey Wade
c/o Gen IV Investment Opportunities, LLC
1700 Broadway, 35th Floor
New York, New York 10019
(212) 547-2914
With a copy to:
Crosby Scofield
Vinson & Elkins LLP
845 Texas Avenue, Suite 4700
Houston, Texas 77002
713-758-3276
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D (this “Schedule 13D”), and is filing this Schedule 13D because of Rule
13d-1(e), 13d-1(f) or 13d‑1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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GEN IV INVESTMENT OPPORTUNITIES, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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6,419,006 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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6,419,006 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,419,006 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 666,763 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to
Gen IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,118,548 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series
A-1 Purchase Agreement (as discussed in Item 3), (iv) 1,118,008 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3), (v) 555,731 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-3 Preferred Stock issued to Gen IV pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi)
590,187 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-4 Preferred Stock issued to Gen IV pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement
on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is hereby expressly disclaimed.
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| (2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement, plus (ii) (a) 666,763 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,118,548 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV, (c) 1,118,008
shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV, (d) 555,731 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3
Preferred Stock owned directly by Gen IV and (e) 590,187 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Gen IV.
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1
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1
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NAMES OF REPORTING PERSONS
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LSP GENERATION IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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6,419,006 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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6,419,006 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,419,006 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 666,763 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to
Gen IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,118,548 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series
A-1 Purchase Agreement (as discussed in Item 3), (iv) 1,118,008 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3), (v) 555,731 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-3 Preferred Stock issued to Gen IV pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi)
590,187 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-4 Preferred Stock issued to Gen IV pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement
on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is hereby expressly disclaimed.
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| (2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement, plus (ii) (a) 666,763 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,118,548 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV, (c) 1,118,008
shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV, (d) 555,731 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3
Preferred Stock owned directly by Gen IV and (e) 590,187 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Gen IV.
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2
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1
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NAMES OF REPORTING PERSONS
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LSP INVESTMENT ADVISORS, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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6,419,006 (1)
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
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6,419,006 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,419,006 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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28.1% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
The number of shares reported above includes (i) 2,369,769 shares of Common Stock owned directly by Gen IV, (ii) 666,763 shares of Common Stock issuable upon conversion or redemption of 5,138 shares of Series A Preferred Stock issued to
Gen IV pursuant to the Series A Purchase Agreement (as discussed in Item 3), (iii) 1,118,548 shares of Common Stock issuable upon conversion or redemption of 7,810 shares of Series A-1 Preferred Stock issued to Gen IV pursuant to the Series
A-1 Purchase Agreement (as discussed in Item 3), (iv) 1,118,008 shares of Common Stock issuable upon conversion or redemption of 6,630 shares of Series A-2 Preferred Stock issued to Gen IV pursuant to the Series A-2 Purchase Agreement (as
discussed in Item 3), (v) 555,731 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-3 Preferred Stock issued to Gen IV pursuant to the Series A-3 Purchase Agreement (as discussed in Item 3) and (vi)
590,187 shares of Common Stock issuable upon conversion or redemption of 3,789 shares of Series A-4 Preferred Stock issued to Gen IV pursuant to the Series A-4 Purchase Agreement (as discussed in Item 3). Neither the filing of this statement
on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is hereby expressly disclaimed.
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| (2) |
Based on (i) 16,456,563 shares of Common Stock outstanding as of May 13, 2024, in reliance on the representation made by the Issuer in the Series A-4 Purchase Agreement, plus (ii) (a) 666,763 shares of Common Stock issuable upon conversion
or redemption of the shares of Series A Preferred Stock owned directly by Gen IV, (b) 1,118,548 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-1 Preferred Stock owned directly by Gen IV, (c) 1,118,008
shares of Common Stock issuable upon conversion or redemption of the shares of Series A-2 Preferred Stock owned directly by Gen IV, (d) 555,731 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3
Preferred Stock owned directly by Gen IV and (e) 590,187 shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4 Preferred Stock owned directly by Gen IV.
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3
EXPLANATORY NOTE
The following constitutes Amendment No. 5 (“Amendment No. 5”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on October 18, 2019 (the “Original Schedule 13D”), as
amended by Amendment No. 1 thereto, filed with the SEC on March 30, 2023, Amendment No. 2 thereto, filed with the SEC on September 8, 2023, Amendment No. 3 thereto, filed with the SEC on December 19, 2023 and Amendment No. 4 thereto, filed with the
SEC on March 29, 2024 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this
Amendment No. 5 shall have the meanings herein as are ascribed to such terms in the Schedule 13D.
| Item 1. |
Security and Issuer.
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This Amendment No. 5 relates to shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of Battalion Oil Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are
located at 820 Gessner Road, Suite 1100, Houston, TX 77024.
| Item 3. |
Source or Amount of Funds or Other Consideration.
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Item 3 is hereby amended by adding the following:
As described in Item 4 below, on May 13, 2024, Gen IV purchased 3,789 shares of Series A-4 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-4 Preferred Stock”), for aggregate consideration of
approximately $3.7 million pursuant to the Series A-4 Purchase Agreement, dated May 13, 2024 (the “Series A-4 Purchase Agreement”), by and among the Issuer, Gen IV and the other purchasers party thereto. The source of funds for such purchase was
working capital of Gen IV.
| Item 4. |
Purpose of Transaction.
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Item 4 is hereby amended by adding the following:
The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 5 are incorporated herein by reference.
On May 13, 2024, the Issuer, Gen IV and the other purchasers party thereto entered into the Series A-4 Purchase Agreement. On May 13, 2024, Gen IV purchased 3,789 shares of Series A-4 Preferred Stock for approximately
$3.7 million.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is further amended by adding the following:
Series A-4 Purchase Agreement
On May 13, 2024, the Issuer, Gen IV and the other purchasers party thereto entered into the Series A-4 Purchase Agreement, pursuant to which Gen IV purchased 3,789 shares of Series A-4 Preferred Stock for approximately
$3.7 million. The Series A-4 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A-4 Preferred Stock holding at least two-thirds (66 2/3) of the shares held by such
purchasers must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-4 Preferred Stock is given the option to receive a cash payment per
share equal to the then applicable Redemption Price (as defined in the Series A-4 Certificate of Designations).
The foregoing description of the Series A-4 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-4 Purchase Agreement, a copy of which is attached as Exhibit 10.19 to this
Amendment No. 5 and incorporated by reference herein.
4
Series A-4 Certificate of Designations
Subject to the terms and conditions of the Series A-4 Certificate of Designations the Issuer filed with the Delaware Secretary of State on May 13, 2024 (the “Series A-4 Certificate of Designations”), commencing on
September 10, 2024, all or any portion of the shares of Series A-4 Preferred Stock may be converted into Common Stock at any time based on the then applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of
Designations) divided by the applicable conversion price (the “Conversion Ratio”). The ordinary conversion price of the Series A-4 Preferred Stock is $6.42 per share and is subject to adjustment for stock splits, combinations, certain distributions
or similar events.
Subject to the terms and conditions of the Series A-4 Certificate of Designations, 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-4 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-4 Purchase Agreement) has occurred since the date of the most recent financial
statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-4 Preferred Stock into Common Stock using the then-applicable Conversion Ratio. The shares of Series A-4 Preferred Stock are also subject to
redemption by the Issuer at any time following the closing date of the issuance of shares of Series A-4 Preferred Stock in accordance with the terms of the Series A-4 Certificate of Designations. In the event of a change of control transaction, the
shares of Series A-4 Preferred Stock are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations.
This summary is qualified in its entirety by reference to the full text of the Series A-4 Certificate of Designations, a copy of which is attached as Exhibit 10.18 to this Amendment No. 5 and incorporated by reference
herein.
Amendment No. 5 to Registration Rights Agreement
Concurrently with the closing of transactions contemplated by the Series A-4 Purchase Agreement, Gen IV entered into Amendment No. 5 to the Registration Rights Agreement, dated October 8, 2019, as amended by Amendment
No. 1 thereto on March 28, 2023, Amendment No. 2 thereto on September 6, 2023, Amendment No. 3 thereto on December 15, 2023 and Amendment No. 4 thereto on March 27, 2024 (the “Fifth RRA Amendment”) with the Issuer and certain other stockholders of
the Issuer listed on the signature pages thereto. The Fifth RRA Amendment, among other things amended the definition of Registrable Securities to include the shares of Common Stock issuable upon conversion or redemption of the shares of Series A-4
Preferred Stock.
This summary is qualified in its entirety by reference to the full text of the Fifth RRA Amendment, a copy of which is attached as Exhibit 10.17 to this Amendment No. 5 and incorporated by reference herein.
| Item 7. |
Material to Be Filed as Exhibits
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Exhibit No.
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Description | |
| Amendment No. 5 to the Registration Rights Agreement, dated May 13, 2024, by and among the Issuer and the holders named therein (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, filed on May 14, 2024). | ||
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Certificate of Designations, dated May 13, 2024, of the Issuer (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K, filed on May 14, 2024).
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| Purchase Agreement, dated May 13. 2024, by and among the Issuer, Gen IV and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on May 14, 2024). |
5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
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Dated: May 15, 2024
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Gen IV Investment Opportunities, LLC
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By:
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/s/ Jeff Wade
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Name:
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Jeff Wade
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Title:
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Chief Compliance Officer
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LSP Generation IV, LLC
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By:
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/s/ Jeff Wade
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Name:
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Jeff Wade
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Title:
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Chief Compliance Officer
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LSP Investment Advisors, LLC
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By:
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/s/ Jeff Wade
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Name:
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Jeff Wade
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Title:
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Chief Compliance Officer and Associate General Counsel
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6