Daniel P Rohling Form 4 BATTALION OIL / Daniel P Rohling ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rohling Daniel P

(Last)

(First)

(Middle)

1000 LOUISIANA ST, SUITE 6600

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BATTALION OIL CORP [ BATL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$18.91	02/20/2020		A⁽¹⁾⁽²⁾		26,564		⁽³⁾	02/20/2027	Common Stock	26,564	$0.00	26,564	D
Employee Stock Option (Right to Buy)	$28.23	02/20/2020		A⁽¹⁾⁽²⁾		26,564		⁽⁴⁾	02/20/2027	Common Stock	26,564	$0.00	26,564	D
Employee Stock Option (Right to Buy)	$37.83	02/20/2020		A⁽¹⁾⁽²⁾		26,564		⁽⁵⁾	02/20/2027	Common Stock	26,564	$0.00	26,564	D
Restricted Stock Unit	⁽⁶⁾	02/20/2020		A⁽¹⁾⁽²⁾		26,564		⁽⁶⁾	⁽⁶⁾	Common Stock	26,564	$0.00	26,564	D
Restricted Stock Unit	⁽⁷⁾	02/20/2020		A⁽¹⁾⁽²⁾		26,564		⁽⁷⁾	⁽⁷⁾	Common Stock	26,564	$0.00	26,564	D
Restricted Stock Unit	⁽⁸⁾	02/20/2020		A⁽¹⁾⁽²⁾		53,128		⁽⁸⁾	⁽⁸⁾	Common Stock	53,128	$0.00	53,128	D

Explanation of Responses:

1. On August 7, 2019, the Issuer and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On September 24, 2019, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On October 8, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished.

2. All awards are issued in accordance with the Plan approved by the Bankruptcy Court and pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors.

3. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $335.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021.

4. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $500.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021.

5. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $670.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021.

6. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning February 20, 2021.

7. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in full only upon the achievement of certain business combination goals.

8. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to a decrease to zero based on the Issuer's total shareholder return relative to the total shareholder return of certain of its peer companies over the four-year period ending on February 20, 2024 (the "Performance Period".) The RSUs vest at the end of the Performance Period.

Remarks:

	Walter R. Mayer, Attorney-in-fact	02/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Daniel P Rohling Form 4BATTALION OIL / Daniel P Rohling ownership change