Bonanza Creek Energy Inc. (NYSE:BCEI): Nathaniel August’s Mangrove Partners filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Mangrove Partners Master Fund, Ltd | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
| The Mangrove Partners Fund | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
| The Mangrove Partners Fund (Cayman), Ltd | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
| Mangrove Partners | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
| Mangrove Capital | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
| Nathaniel August | 0 | 1,815,987 | 0 | 1,815,987 | 1,815,987 | 8.9% |
Page 1 of 10 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bonanza Creek Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
097793400
(CUSIP Number)
Ward Dietrich
645 Madison Avenue, 14th Floor, New York, New York 10022
Telephone: (212) 897-9537
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
(Page 1 of 10 Pages)
______________________________
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 (“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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Page 2 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| The Mangrove Partners Master Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
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Page 3 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 3 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| The Mangrove Partners Fund, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| PN | |||||
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Page 4 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 4 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| The Mangrove Partners Fund (Cayman), Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
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Page 5 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 5 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Mangrove Partners | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
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Page 6 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 6 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Mangrove Capital | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| OO | |||||
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Page 7 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 7 of 10 Pages |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Nathaniel August | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
| 0 | |||||
| 8 | SHARED VOTING POWER | ||||
| 1,815,987 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 0 | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 1,815,987 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,815,987 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 8.9% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
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Page 8 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 8 of 10 Pages |
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.001 per share (the “Shares”), of Bonanza Creek Energy, Inc., a company incorporated in Delaware (“the Issuer”), whose principal executive offices are located at 410 17th Street, Suite 1400 Denver, Colorado 80202. This Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on July 19, 2017 (together with this Amendment No.1, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings given them in the Schedule 13D.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
A total of approximately $55,023,687, inclusive of commissions, was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business. The Reporting Persons expect to review from time to time their investment in the Company and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.
As previously disclosed in the Schedule 13D, the transactions reported by the Master Fund in this Amendment No. 1 were effected pursuant to the terms of the 10b5-1 Plan.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
| (a) | The aggregate percentage of Shares reported owned by each person named herein is based upon 20,453,549 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the SEC on November 9, 2017. |
As of the date hereof, the Master Fund beneficially owned 1,815,987 Shares (approximately 8.9% of the total number of Shares outstanding). By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the
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Page 9 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 9 of 10 Pages |
Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (b) | Each of the Master Fund, the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August has shared voting and dispositive power over the 1,815,987 Shares owned directly by the Master Fund.. |
| (c) | During the past 60 days, the following transactions were effected by the Reporting Persons in the Shares. All of these transactions were effected in the open-market through a broker-dealer. |
| Trade Date | Reporting Person | Transaction | Quantity | Price per Share (in USD) |
| November 14, 2017 | Master Fund | Purchase Shares | 100 | $30.0000 |
| November 24, 2017 | Master Fund | Purchase Shares | 45,400 | $29.4956 |
| November 27, 2017 | Master Fund | Purchase Shares | 67,987 | $28.4845 |
| November 28, 2017 | Master Fund | Purchase Shares | 36,513 | $27.9489 |
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Page 10 of 10 – SEC Filing
| CUSIP No. 097793400 | SCHEDULE 13D | Page 10 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 29, 2017
| THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
| By: | MANGROVE PARTNERS, as Investment Manager | ||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| THE MANGROVE PARTNERS FUND, L.P. | |||
| By: | MANGROVE CAPITAL, as General Partner | ||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| THE MANGROVE PARTNERS FUND (CAYMAN), LTD. | |||
| By: | MANGROVE PARTNERS, as Investment Manager | ||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| MANGROVE PARTNERS | |||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| MANGROVE CAPITAL | |||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| /s/ Nathaniel August | |||
| Nathaniel August | |||
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