Filing Details
- Accession Number:
- 0000905718-18-000698
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-08-01 18:05:11
- Reporting Period:
- 2018-02-01
- Accepted Time:
- 2018-08-01 18:05:11
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1705873 | Berry Petroleum Corp | BRY | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1543160 | Benefit Street Partners Llc | 9 West 57Th Street, Suite 4920 New York NY 10019 | Yes | No | Yes | No | |
| 1610124 | Thomas Gahan | 9 West 57Th Street, Suite 4920 New York NY 10019 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2018-07-25 | 1,877,878 | $0.00 | 2,997,976 | No | 4 | C | Indirect | By BSP Berry Credit Alpha 1 L.L.C. |
| Common Stock | Disposition | 2018-07-30 | 196,704 | $13.16 | 2,801,272 | No | 4 | D | Indirect | By BSP Berry Credit Alpha 1 L.L.C. |
| Common Stock | Acquisiton | 2018-07-25 | 1,332,171 | $0.00 | 2,126,771 | No | 4 | C | Indirect | By BSP Berry Credit Alpha 2 L.L.C. |
| Common Stock | Disposition | 2018-07-30 | 139,543 | $13.16 | 1,987,228 | No | 4 | D | Indirect | By BSP Berry Credit Alpha 2 L.L.C. |
| Common Stock | Acquisiton | 2018-07-25 | 2,097,140 | $0.00 | 3,348,022 | No | 4 | C | Indirect | By Providence Debt Fund III L.P. |
| Common Stock | Disposition | 2018-07-30 | 219,672 | $13.16 | 3,128,350 | No | 4 | D | Indirect | By Providence Debt Fund III L.P. |
| Common Stock | Acquisiton | 2018-07-25 | 1,116,805 | $0.00 | 1,782,946 | No | 4 | C | Indirect | By BSP Berry DF3 3 LLC |
| Common Stock | Disposition | 2018-07-30 | 116,983 | $13.16 | 1,665,963 | No | 4 | D | Indirect | By BSP Berry DF3 3 LLC |
| Common Stock | Acquisiton | 2018-07-25 | 291,765 | $0.00 | 465,795 | No | 4 | C | Indirect | By SEI Institutional Investments Trust - High Yield Bond Fund |
| Common Stock | Disposition | 2018-07-30 | 30,562 | $13.16 | 435,233 | No | 4 | D | Indirect | By SEI Institutional Investments Trust - High Yield Bond Fund |
| Common Stock | Acquisiton | 2018-07-25 | 217,040 | $0.00 | 346,499 | No | 4 | C | Indirect | By SEI Institutional Managed Trust - High Yield Bond Fund |
| Common Stock | Disposition | 2018-07-30 | 22,735 | $13.16 | 323,764 | No | 4 | D | Indirect | By SEI Institutional Managed Trust - High Yield Bond Fund |
| Common Stock | Acquisiton | 2018-07-25 | 110,163 | $0.00 | 175,873 | No | 4 | C | Indirect | By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund |
| Common Stock | Disposition | 2018-07-30 | 11,539 | $13.16 | 164,334 | No | 4 | D | Indirect | By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund |
| Common Stock | Acquisiton | 2018-07-25 | 50,711 | $0.00 | 80,960 | No | 4 | C | Indirect | By U.S. High Yield Bond Fund |
| Common Stock | Disposition | 2018-07-30 | 5,312 | $13.16 | 75,648 | No | 4 | D | Indirect | By U.S. High Yield Bond Fund |
| Common Stock | Acquisiton | 2018-07-25 | 1,361,965 | $0.00 | 1,941,774 | No | 4 | C | Indirect | By BSP Berry Special Situations 3 LLC |
| Common Stock | Disposition | 2018-07-30 | 124,927 | $13.16 | 1,816,847 | No | 4 | D | Indirect | By BSP Berry Special Situations 3 LLC |
| Common Stock | Acquisiton | 2018-07-25 | 1,265,882 | $0.00 | 2,020,944 | No | 4 | C | Indirect | By BSP Berry SEI 2 LLC |
| Common Stock | Disposition | 2018-07-30 | 85,924 | $13.16 | 1,935,020 | No | 4 | D | Indirect | By BSP Berry SEI 2 LLC |
| Common Stock | Acquisiton | 2018-07-25 | 53,869 | $0.00 | 86,001 | No | 4 | C | Indirect | By Blackrock Strategic Funds |
| Common Stock | Disposition | 2018-07-30 | 11,163 | $13.16 | 74,838 | No | 4 | D | Indirect | By Blackrock Strategic Funds |
| Common Stock | Acquisiton | 2018-07-25 | 2,060,182 | $0.00 | 3,289,017 | No | 4 | C | Indirect | By BSP Berry PECM LLC |
| Common Stock | Disposition | 2018-07-30 | 426,903 | $13.16 | 2,862,114 | No | 4 | D | Indirect | By BSP Berry PECM LLC |
| Common Stock | Acquisiton | 2018-03-06 | 80,639 | $9.25 | 593,894 | No | 4 | P | Indirect | By BSP Special Situations Master A L.P. |
| Common Stock | Acquisiton | 2018-07-25 | 409,186 | $0.00 | 1,003,080 | No | 4 | C | Indirect | By BSP Special Situations Master A L.P. |
| Common Stock | Acquisiton | 2018-07-25 | 315,000 | $0.00 | 315,000 | No | 4 | C | Indirect | By Hampshire Credit Alpha Master Fund LP |
| Common Stock | Disposition | 2018-02-01 | 30,093 | $9.25 | 0 | No | 4 | S | Indirect | By Schroder GAIA fund |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By BSP Berry Credit Alpha 1 L.L.C. |
| No | 4 | D | Indirect | By BSP Berry Credit Alpha 1 L.L.C. |
| No | 4 | C | Indirect | By BSP Berry Credit Alpha 2 L.L.C. |
| No | 4 | D | Indirect | By BSP Berry Credit Alpha 2 L.L.C. |
| No | 4 | C | Indirect | By Providence Debt Fund III L.P. |
| No | 4 | D | Indirect | By Providence Debt Fund III L.P. |
| No | 4 | C | Indirect | By BSP Berry DF3 3 LLC |
| No | 4 | D | Indirect | By BSP Berry DF3 3 LLC |
| No | 4 | C | Indirect | By SEI Institutional Investments Trust - High Yield Bond Fund |
| No | 4 | D | Indirect | By SEI Institutional Investments Trust - High Yield Bond Fund |
| No | 4 | C | Indirect | By SEI Institutional Managed Trust - High Yield Bond Fund |
| No | 4 | D | Indirect | By SEI Institutional Managed Trust - High Yield Bond Fund |
| No | 4 | C | Indirect | By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund |
| No | 4 | D | Indirect | By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund |
| No | 4 | C | Indirect | By U.S. High Yield Bond Fund |
| No | 4 | D | Indirect | By U.S. High Yield Bond Fund |
| No | 4 | C | Indirect | By BSP Berry Special Situations 3 LLC |
| No | 4 | D | Indirect | By BSP Berry Special Situations 3 LLC |
| No | 4 | C | Indirect | By BSP Berry SEI 2 LLC |
| No | 4 | D | Indirect | By BSP Berry SEI 2 LLC |
| No | 4 | C | Indirect | By Blackrock Strategic Funds |
| No | 4 | D | Indirect | By Blackrock Strategic Funds |
| No | 4 | C | Indirect | By BSP Berry PECM LLC |
| No | 4 | D | Indirect | By BSP Berry PECM LLC |
| No | 4 | P | Indirect | By BSP Special Situations Master A L.P. |
| No | 4 | C | Indirect | By BSP Special Situations Master A L.P. |
| No | 4 | C | Indirect | By Hampshire Credit Alpha Master Fund LP |
| No | 4 | S | Indirect | By Schroder GAIA fund |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,788,457 | $0.00 | 1,877,878 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,268,735 | $0.00 | 1,332,171 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,997,277 | $0.00 | 2,097,140 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,063,624 | $0.00 | 1,116,805 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 277,872 | $0.00 | 291,765 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 206,704 | $0.00 | 217,040 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 104,918 | $0.00 | 110,163 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 48,297 | $0.00 | 50,711 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,297,111 | $0.00 | 1,361,965 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,205,603 | $0.00 | 1,265,882 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 51,305 | $0.00 | 53,869 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 1,962,079 | $0.00 | 2,060,182 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-03-06 | 73,998 | $10.83 | 77,697 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 389,701 | $0.00 | 409,186 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-05-30 | 300,000 | $14.25 | 315,000 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-07-25 | 300,000 | $0.00 | 315,000 | $0.00 |
| Common Stock | Series A Convertible Preferred Stock | Disposition | 2018-02-01 | 45,723 | $11.65 | 48,009 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 389,701 | No | 4 | P | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 300,000 | No | 4 | P | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | S | Indirect |
Footnotes
- In connection with the initial public offering of Berry Petroleum Corporation (the "Issuer"), on July 25, 2018, prior to the effectiveness of the Issuer's Section 12 registration, each outstanding share of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") was automatically converted into (i) 1.05 shares of common stock and (ii) the right to receive $1.75, minus the amount of any cash dividend paid by the Issuer on such share of Preferred Stock in respect of any period commencing on or after April 1, 2018.
- These shares of common stock of the Issuer were sold to the Issuer pursuant to a Stock Purchase Agreement with the Issuer, at a per share price equal to the price paid by the underwriters for a share of the Issuer's common stock in the Issuer's initial public offering.
- The reported shares are held in the respective quantities indicated by BSP Berry Credit Alpha 1 L.L.C., BSP Berry Credit Alpha 2 L.L.C., Providence Debt Fund III L.P., BSP Berry DF3 3 LLC, SEI Institutional Investments Trust - High Yield Bond Fund, SEI Institutional Managed Trust - High Yield Bond Fund, SEI Global Master Fund plc - The High Yield Fixed Income Fund, U.S. High Yield Bond Fund, BSP Special Situations Master A L.P., BSP Berry Special Situations 3 LLC, BSP Berry SEI 2 LLC, Blackrock Strategic Funds, BSP Berry PECM LLC and Hampshire Credit Alpha Master Fund LP (collectively, the "BSP Funds"). Benefit Street Partners L.L.C. ("BSP") serves as the investment adviser to each of the BSP Funds. Mr. Gahan controls BSP through his indirect ownership of membership interests of BSP and as Chief Executive Officer of BSP's sole managing member (continued in footnote 4).
- (continued from footnote 3) As a result, each of BSP and Mr. Gahan may be deemed to beneficially own the securities held by each of the BSP Funds. Each reporting person disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Pursuant to a stockholders agreement between the Issuer and certain holders party thereto, BSP has the right to designate a director to the Issuer's board of directors. Brent S. Buckley currently serves as BSP's designee.
- BSP served as the investment manager to Schroder GAIA BSP Credit, a sub-fund of the Schroder GAIA fund.
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