Goldentree Asset Management SC 13D/ACalifornia Resources / GOLDENTREE ASSET MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

California Resources Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

13057Q305

(CUSIP Number)

George Travers

GoldenTree Asset Management LP

300 Park Avenue, 21st Floor

New York, New York 10022

(212) 847-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2022

(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.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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).

Explanatory Note

This Amendment No. 11 to Schedule 13D (“Amendment No. 11”) amends and supplements the Schedule 13D originally filed with the SEC on November 6, 2020 (as amended to date, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of California Resources Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following information at the end of Item 3:

From June 17, 2022 to July 1, 2022, the Advisor purchased 401,380 shares of Common Stock for aggregate consideration of approximately $16 million in a series of open-market transactions.

The Reporting Persons obtained the funds used to acquire their interests in the Issuer’s securities through capital contributions from their partners and members.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date hereof, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 73,470,932 shares of Common Stock outstanding as of September 30, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2022:

The Advisor is the beneficial owner of 2,354,178 shares of Common Stock, which includes 188,937 shares of Common Stock underlying Warrants that are exercisable within 60 days. The General Partner is the general partner of the Advisor. Mr. Tananbaum is the managing member of the General Partner.

(c) From April 5, 2022 through April 20, 2022, the Reporting Persons disposed of 849,668 shares of Common Stock in a series of open-market transactions.

From August 5, 2022 through August 12, 2022, the Reporting Persons disposed of 233,082 shares of Common Stock in a series of open-market transactions. For the amount of shares acquired within 60 days of August 12, 2022, see Item 3.

From August 15, 2022 through August 22, 2022, the Reporting Persons disposed of 821,958 shares of Common Stock in a series of open-market transactions.

From August 29, 2022 through October 25, 2022, the Reporting Persons disposed of 691,570 shares of Common Stock in a series of open-market transactions.

From October 26, 2022 through November 11, 2022, the Reporting Persons disposed of 933,201 shares of Common Stock in a series of open-market transactions.

From November 14, 2022 through January 12, 2023, the Reporting Persons disposed of 1,015,315 shares of Common Stock in a series of open-market transactions.

Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

SIGNATURES

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.

Date: February 21, 2023