SEC Form SC 13G/A filed by Berry Corporation (bry) (Amendment)

2/14/23 4:34:15 PM ET

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SC 13G/A 1 eh230325558_13ga5-berry.htm AMENDMENT NO. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Berry Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

08579X101

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)


*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 (“*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).

CUSIP No. 08579X101

SCHEDULE 13G

Page 2 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% (2)
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 1,196,281 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”).

(2)	All calculations of percentage ownership herein are based on a total of 76,767,503 shares of Common Stock issued and outstanding as of October 31, 2022, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 3, 2022 (the “Form 10-Q”).

CUSIP No. 08579X101

SCHEDULE 13G

Page 3 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 4 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON CO

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 5 of 28

1	NAME OF REPORTING PERSON Oaktree Opportunities Fund X Holdings (Delaware), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

2,924,200 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,924,200 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,924,200 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8%
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 2,924,200 Shares.

CUSIP No. 08579X101

SCHEDULE 13G

Page 6 of 28

1	NAME OF REPORTING PERSON Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

2,676,519 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,676,519 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,519 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 2,676,519 Shares.

CUSIP No. 08579X101

SCHEDULE 13G

Page 7 of 28

1	NAME OF REPORTING PERSON Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

5,600,719 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

5,600,719 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,600,719 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Opportunities Fund X Holdings (Delaware), L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 8 of 28

1	NAME OF REPORTING PERSON Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.

CUSIP No. 08579X101

SCHEDULE 13G

Page 9 of 28

1	NAME OF REPORTING PERSON Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 10 of 28

1	NAME OF REPORTING PERSON OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 11 of 28

1	NAME OF REPORTING PERSON Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 12 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.

CUSIP No. 08579X101

SCHEDULE 13G

Page 13 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 14 of 28

1	NAME OF REPORTING PERSON Atlas OCM Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 15 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 16 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 17 of 28

1	NAME OF REPORTING PERSON Brookfield Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 18 of 28

1	NAME OF REPORTING PERSON Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 19 of 28

1	NAME OF REPORTING PERSON BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON HC

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).

CUSIP No. 08579X101

SCHEDULE 13G

Page 20 of 28

ITEM 1.	(a)	Name of Issuer:

		Berry Corporation

	(b)	Address of Issuer’s Principal Executive Offices:
		16000 N. Dallas Parkway, Suite 500 Dallas, Texas 75248

ITEM 2.	(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship

	This Schedule 13G is filed jointly by each of the following persons (collectively, the “*Reporting Persons*”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

	(1)	Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“*VOF Holdings*”), in its capacity as the direct owner of 1,196,281 shares of Common Stock;

	(2)	Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“*VOF GP*”), in its capacity as the general partner of VOF Holdings;

	(3)	Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“*VOF GP Ltd.*”), in its capacity as the general partner of VOF GP;

	(4)	Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“*X Holdings*”), in its capacity as the direct owner of 2,924,200 Shares;

	(5)	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“*Xb Holdings*”), in its capacity as the direct owner of 2,676,519 Shares;

	(6)	Oaktree Fund GP, LLC, a Delaware limited liability company (“*Fund GP*”), in its capacity as the general partner of X Holdings and Xb Holdings;

	(7)	Oaktree Fund GP I, L.P., a Delaware limited partnership (“*GP I*”), in its capacity as the managing member of Fund GP and as the sole shareholder of VOF GP Ltd.;

	(8)	Oaktree Capital I, L.P., a Delaware limited partnership (“*Capital I*”), in its capacity as the general partner of GP I;

	(9)	OCM Holdings I, LLC, a Delaware limited liability company (“*Holdings I*”), in its capacity as the general partner of Capital I;

	(10)	Oaktree Holdings, LLC, a Delaware limited liability company (“*Holdings*”) in its capacity as the managing member of Holdings I;

	(11)	Oaktree Capital Management, L.P., a Delaware limited partnership (“*Management*”), in its capacity as the sole director of VOF GP Ltd.;

	(12)	Oaktree Capital Management GP, LLC, a Delaware limited liability company (“*Management GP*”), in its capacity as the general partner of Management;

	(13)	Atlas OCM Holdings LLC, a Delaware limited liability company (“*Atlas*”), in its capacity as the sole managing member of Management GP;

	(14)	Oaktree Capital Group, LLC, a Delaware limited liability company (“*OCG*”), in its capacity as the managing member of Holdings;

CUSIP No. 08579X101

SCHEDULE 13G

Page 21 of 28

	(15)	Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“*OCGH GP*”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas;

	(16)	Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“*BAM*”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas;

	(17)	Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of class A units of Atlas OCM, in its capacity as such; and

	(18)	BAM Partners Trust, a trust formed under the laws of Ontario (“*BAM Partnership*”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

	The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address for Reporting Persons Brookfield Corporation and BAM Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3. The principal business address for Reporting Person BAM ULC is 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada V6E 4N7.

	(d)	Title of Class of Securities:

		Common Shares, $0.001 par value per share (the “*Shares*”)

	(e)	CUSIP Number: 08579X101


ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

	Not applicable.

CUSIP No. 08579X101

SCHEDULE 13G

Page 22 of 28

ITEM 4.

OWNERSHIP

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

VOF Holdings directly holds 1,196,281 shares of the Issuer’s Common Stock, constituting approximately 1.6% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the Shares held by VOF Holdings.

VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.

X Holdings directly holds 2,924,200 Shares, constituting approximately 3.8% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

Xb Holdings directly holds 2,676,519 Shares, constituting approximately 3.5% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

Fund GP, in its capacity as the general partner of X Holdings and Xb Holdings, has the ability to direct the management of X Holdings’ and Xb Holdings’ businesses, including the power to vote and dispose of securities held by X Holdings and Xb Holdings; therefore Fund GP may be deemed to beneficially own the Shares held by X Holdings and Xb Holdings.

GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of VOF GP Ltd, including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings. Additionally, GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business, including the power to direct the decisions of Fund GP regarding the vote and disposition of securities held by X Holdings and Xb Holdings. Therefore, GP I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb

CUSIP No. 08579X101

SCHEDULE 13G

Page 23 of 28

Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

Management, in its capacity as the sole director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd., including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.

Management GP, in its capacity as the general partner of Management, has the ability to direct the management of the business of Management, including the power to vote and dispose of securities held by VOF Holdings; therefore, Management GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.

Atlas, in its capacity as the sole managing member of Management GP, has the ability to direct the management of Management GP’s business, including the power to direct the decisions of Management GP regarding the vote and disposition of securities held by VOF Holdings; therefore, Atlas may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore, OCG may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

OCGH GP, in its capacity as the indirect owner of the class B units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

On December 9, 2022, Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) completed a plan of arrangement pursuant to the Business Corporations Act (Ontario) (the “Arrangement”) pursuant to which, among other things, Brookfield's historical asset management business was transferred to Brookfield Asset Management ULC ("Brookfield ULC"). Following the Brookfield Arrangement, Brookfield ULC is deemed a beneficial owner of the shares directly or indirectly held by Atlas OCM Holdings, and accordingly, has been added as a reporting person in this Schedule 13G/A. Brookfield is deemed a beneficial owner of the reported shares directly or indirectly held by OCG and Holdings, and as a result of its 75% interest in Brookfield ULC, Brookfield is also deemed a beneficial owner of the reported shares beneficially owned by Brookfield ULC.

BAM, in its capacity as the indirect owner of the class A units of each of OCG and Atlas, has the ability to appoint and remove certain directors of OCG and Atlas and, as such, may indirectly control the decisions of OCG and Atlas regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove the directors and direct the management of the business of BAM, including the power to direct the decisions of BAM, regarding the vote and disposition of securities held by VOF Holdings, X Holdings and Xb Holdings; therefore BAM Partnership may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

CUSIP No. 08579X101

SCHEDULE 13G

Page 24 of 28

	Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All ownership percentages of the securities reported in this Statement are based on 76,767,503 Shares outstanding as of October 31, 2022, as reported by the Issuer on the Form 10-Q.

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.

	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.	CERTIFICATIONS.

	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.

CUSIP No. 08579X101

SCHEDULE 13G

Page 25 of 28

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

CUSIP No. 08579X101

SCHEDULE 13G

Page 26 of 28

	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

CUSIP No. 08579X101

SCHEDULE 13G

Page 27 of 28

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT GP, LLC

	By:	Atlas OCM Holdings, LLC
	Its:	Managing Member

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Senior Vice President Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

CUSIP No. 08579X101

SCHEDULE 13G

Page 28 of 28

Exhibit Index

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2023

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT GP, LLC

	By:	Atlas OCM Holdings, LLC
	Its:	Managing Member

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Senior Vice President Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

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SC 13G/A 1 eh230325558_13ga5-berry.htm AMENDMENT NO. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Berry Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

08579X101

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)


*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 (“*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).

CUSIP No. 08579X101

SCHEDULE 13G

Page 2 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% (2)
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 1,196,281 shares of common stock, par value $0.001 per share of the Issuer (“Common Stock”).

(2)	All calculations of percentage ownership herein are based on a total of 76,767,503 shares of Common Stock issued and outstanding as of October 31, 2022, as reported by the Issuer on its Quarterly Report on Form 10-Q filed with the United States Securities Exchange Commission (the “SEC”) on November 3, 2022 (the “Form 10-Q”).

CUSIP No. 08579X101

SCHEDULE 13G

Page 3 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 4 of 28

1	NAME OF REPORTING PERSON Oaktree Value Opportunities Fund GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON CO

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 5 of 28

1	NAME OF REPORTING PERSON Oaktree Opportunities Fund X Holdings (Delaware), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

2,924,200 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,924,200 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,924,200 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8%
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 2,924,200 Shares.

CUSIP No. 08579X101

SCHEDULE 13G

Page 6 of 28

1	NAME OF REPORTING PERSON Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

2,676,519 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

2,676,519 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,519 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5%
12	TYPE OF REPORTING PERSON PN

(1)	In its capacity as the direct owner of 2,676,519 Shares.

CUSIP No. 08579X101

SCHEDULE 13G

Page 7 of 28

1	NAME OF REPORTING PERSON Oaktree Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

5,600,719 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

5,600,719 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,600,719 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.3%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Opportunities Fund X Holdings (Delaware), L.P. and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 8 of 28

1	NAME OF REPORTING PERSON Oaktree Fund GP I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC and the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.

CUSIP No. 08579X101

SCHEDULE 13G

Page 9 of 28

1	NAME OF REPORTING PERSON Oaktree Capital I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 10 of 28

1	NAME OF REPORTING PERSON OCM Holdings I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 11 of 28

1	NAME OF REPORTING PERSON Oaktree Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 12 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON PN

(1)	Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.

CUSIP No. 08579X101

SCHEDULE 13G

Page 13 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

CUSIP No. 08579X101

SCHEDULE 13G

Page 14 of 28

1	NAME OF REPORTING PERSON Atlas OCM Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the sole managing member of Oaktree Capital Management GP, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 15 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Group, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 16 of 28

1	NAME OF REPORTING PERSON Oaktree Capital Group Holdings GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class B units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 17 of 28

1	NAME OF REPORTING PERSON Brookfield Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class A units of each of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 18 of 28

1	NAME OF REPORTING PERSON Brookfield Asset Management ULC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

1,196,281 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

1,196,281 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,196,281 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6%
12	TYPE OF REPORTING PERSON OO

(1)	Solely in its capacity as the indirect owner of the class A units of Atlas OCM Holdings, LLC.

CUSIP No. 08579X101

SCHEDULE 13G

Page 19 of 28

1	NAME OF REPORTING PERSON BAM Partners Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada

NUMBER OF

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

SOLE VOTING POWER

6,797,000 (1)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

6,797,000 (1)

SHARED DISPOSITIVE POWER

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,797,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
12	TYPE OF REPORTING PERSON HC

(1)	Solely in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation (f/k/a Brookfield Asset Management, Inc.).

CUSIP No. 08579X101

SCHEDULE 13G

Page 20 of 28

ITEM 1.	(a)	Name of Issuer:

		Berry Corporation

	(b)	Address of Issuer’s Principal Executive Offices:
		16000 N. Dallas Parkway, Suite 500 Dallas, Texas 75248

ITEM 2.	(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship

	This Schedule 13G is filed jointly by each of the following persons (collectively, the “*Reporting Persons*”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

	(1)	Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“*VOF Holdings*”), in its capacity as the direct owner of 1,196,281 shares of Common Stock;

	(2)	Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“*VOF GP*”), in its capacity as the general partner of VOF Holdings;

	(3)	Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“*VOF GP Ltd.*”), in its capacity as the general partner of VOF GP;

	(4)	Oaktree Opportunities Fund X Holdings (Delaware), L.P., a Delaware limited partnership (“*X Holdings*”), in its capacity as the direct owner of 2,924,200 Shares;

	(5)	Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“*Xb Holdings*”), in its capacity as the direct owner of 2,676,519 Shares;

	(6)	Oaktree Fund GP, LLC, a Delaware limited liability company (“*Fund GP*”), in its capacity as the general partner of X Holdings and Xb Holdings;

	(7)	Oaktree Fund GP I, L.P., a Delaware limited partnership (“*GP I*”), in its capacity as the managing member of Fund GP and as the sole shareholder of VOF GP Ltd.;

	(8)	Oaktree Capital I, L.P., a Delaware limited partnership (“*Capital I*”), in its capacity as the general partner of GP I;

	(9)	OCM Holdings I, LLC, a Delaware limited liability company (“*Holdings I*”), in its capacity as the general partner of Capital I;

	(10)	Oaktree Holdings, LLC, a Delaware limited liability company (“*Holdings*”) in its capacity as the managing member of Holdings I;

	(11)	Oaktree Capital Management, L.P., a Delaware limited partnership (“*Management*”), in its capacity as the sole director of VOF GP Ltd.;

	(12)	Oaktree Capital Management GP, LLC, a Delaware limited liability company (“*Management GP*”), in its capacity as the general partner of Management;

	(13)	Atlas OCM Holdings LLC, a Delaware limited liability company (“*Atlas*”), in its capacity as the sole managing member of Management GP;

	(14)	Oaktree Capital Group, LLC, a Delaware limited liability company (“*OCG*”), in its capacity as the managing member of Holdings;

CUSIP No. 08579X101

SCHEDULE 13G

Page 21 of 28

	(15)	Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“*OCGH GP*”), in its capacity as the indirect owner of the class B units of each of OCG and Atlas;

	(16)	Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“*BAM*”), in its capacity as the indirect owner of the class A units of each of OCG and Atlas;

	(17)	Brookfield Asset Management ULC, a British Columbia corporation (“Brookfield ULC”), in its capacity as the indirect owner of class A units of Atlas OCM, in its capacity as such; and

	(18)	BAM Partners Trust, a trust formed under the laws of Ontario (“*BAM Partnership*”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

	The principal business address of each of the Oaktree Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071. The principal business address for Reporting Persons Brookfield Corporation and BAM Partners Trust is Brookfield Place, Suite 100, 181 Bay Street, PO Box 762, Toronto, Ontario, Canada M5J 2T3. The principal business address for Reporting Person BAM ULC is 1055 West Georgia Street, Suite 1500, Royal Centre, P.O. Box 11117, Vancouver, British Columbia, Canada V6E 4N7.

	(d)	Title of Class of Securities:

		Common Shares, $0.001 par value per share (the “*Shares*”)

	(e)	CUSIP Number: 08579X101


ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

	Not applicable.

CUSIP No. 08579X101

SCHEDULE 13G

Page 22 of 28

ITEM 4.

OWNERSHIP

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

X Holdings directly holds 2,924,200 Shares, constituting approximately 3.8% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

Xb Holdings directly holds 2,676,519 Shares, constituting approximately 3.5% of the total issued and outstanding Shares and has the sole power to vote and dispose of such shares.

CUSIP No. 08579X101

SCHEDULE 13G

Page 23 of 28

Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the Shares held by VOF Holdings, X Holdings and Xb Holdings.

CUSIP No. 08579X101

SCHEDULE 13G

Page 24 of 28

	Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All ownership percentages of the securities reported in this Statement are based on 76,767,503 Shares outstanding as of October 31, 2022, as reported by the Issuer on the Form 10-Q.

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.

	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.	CERTIFICATIONS.

	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.

CUSIP No. 08579X101

SCHEDULE 13G

Page 25 of 28

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

CUSIP No. 08579X101

SCHEDULE 13G

Page 26 of 28

	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

CUSIP No. 08579X101

SCHEDULE 13G

Page 27 of 28

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT GP, LLC

	By:	Atlas OCM Holdings, LLC
	Its:	Managing Member

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Senior Vice President Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

CUSIP No. 08579X101

SCHEDULE 13G

Page 28 of 28

Exhibit Index

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EXHIBIT 1

JOINT FILING AGREEMENT

Dated: February 14, 2023

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.

	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.

	By:	Oaktree Capital Management, L.P.
	Its:	Director

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.

	By:	Oaktree Fund GP, LLC
	Its:	General Partner

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL MANAGEMENT GP, LLC

	By:	Atlas OCM Holdings, LLC
	Its:	Managing Member

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	ATLAS OCM HOLDINGS, LLC

	By:	Oaktree New Holdings, LLC
	Its:	Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	BROOKFIELD CORPORATION

	By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Senior Vice President Legal & Regulatory

	BROOKFIELD ASSET MANAGEMENT ULC

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

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$BRY
SEC Filings

SEC Form EFFECT filed by Berry Corporation (bry)

SEC Form S-8 POS filed by Berry Corporation (bry)

SEC Form S-8 POS filed by Berry Corporation (bry)

$BRY
Leadership Updates

Berry Corporation Strengthens Executive Leadership Team with Appointment of General Counsel

Fernando Araujo and Alice Rodriguez Join Cadence Bank's Board of Directors

Berry Corporation Announces Finance Team Leadership Changes

$BRY
Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

$BRY
Financials

Berry Corporation Announces Third Quarter 2025 Financial and Operational Results, Continued Debt Reduction and Quarterly Dividend

California Resources Corporation Reports Third Quarter 2025 Financial and Operating Results

California Resources Corporation Announces All-Stock Combination with Berry Corporation

SEC Form SC 13G/A filed by Berry Corporation (bry) (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $BRY

SEC Form SC 13G/A filed by Berry Corporation (bry) (Amendment)

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for $BRY

$BRY Analyst Ratings

Berry Petroleum downgraded by Johnson Rice with a new price target

Berry Petroleum upgraded by Johnson Rice

Berry Petroleum downgraded by Piper Sandler with a new price target

$BRY Insider Trading

Director Bob Matthew Regis converted options into 22,659 units of 2025 Restricted Stock Units and returned 27,911 shares to the company, closing all direct ownership in the company (SEC Form 4)

Director Hornbaker Renee J converted options into 33,233 units of 2025 Restricted Stock Units and returned 122,205 shares to the company, closing all direct ownership in the company (SEC Form 4)

Director Shourie Rajath converted options into 22,659 units of 2025 Restricted Stock Units and returned 127,337 shares to the company, closing all direct ownership in the company (SEC Form 4)

$BRY Press Releases

California Resources Corporation Closes Combination with Berry Corporation

Berry Stockholders Approve Combination with CRC

Berry Corporation Announces Third Quarter 2025 Financial and Operational Results, Continued Debt Reduction and Quarterly Dividend

$BRY SEC Filings

SEC Form EFFECT filed by Berry Corporation (bry)

SEC Form S-8 POS filed by Berry Corporation (bry)

SEC Form S-8 POS filed by Berry Corporation (bry)

$BRY Leadership Updates

Berry Corporation Strengthens Executive Leadership Team with Appointment of General Counsel

Fernando Araujo and Alice Rodriguez Join Cadence Bank's Board of Directors

Berry Corporation Announces Finance Team Leadership Changes

$BRY Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

Amendment: SEC Form SC 13G/A filed by Berry Corporation (bry)

$BRY Financials

Berry Corporation Announces Third Quarter 2025 Financial and Operational Results, Continued Debt Reduction and Quarterly Dividend

California Resources Corporation Reports Third Quarter 2025 Financial and Operating Results

California Resources Corporation Announces All-Stock Combination with Berry Corporation

Recent Analyst Ratings for
$BRY

Recent Analyst Ratings for
$BRY

$BRY
Analyst Ratings

$BRY
Insider Trading

$BRY
Press Releases

$BRY
SEC Filings

$BRY
Leadership Updates

$BRY
Large Ownership Changes

$BRY
Financials