Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Berry Petroleum Corp [ BRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 07/30/2018 S 516,373(2)(3) D $13.1572 6,895,771 I See footnotes(1)(4)(5)(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This statement is being filed on behalf of Goldman Sachs Asset Management, L.P., a Delaware limited partnership (the "Reporting Person").
2. Pursuant to an underwriting agreement, dated July 25, 2018 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.001 per share (the "Common Stock"), of Berry Petroleum Corporation (f/k/a Berry Petroleum, LLC) (the "Company"), pursuant to the final prospectus supplement dated July 25, 2018, which offering was consummated on July 30, 2018 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling stockholders, which included (i) Goldman Sachs Trust-Goldman Sachs High Yield Fund, (ii) Goldman Sachs Trust-Goldman Sachs Tactical Tilt Overlay Fund, (iii) Energy Investment Opportunities Offshore WTI Ltd, (continued in next footnote)
3. (3)(iv) Energy Investment Opportunities LLC, (v) Global High Yield Portfolio II WTI Ltd, (vi) EIOF PIV WTI Ltd, (vii) Tactical Tilt Overlay LLC, and (viii) Insurance Company of the West, (collectively, the "GSAM funds and accounts"). The GSAM funds and accounts sold an aggregate of 516,373 shares of Common Stock. Goldman Sachs & Co. LLC was one of the underwriters under the Underwriting Agreement.
4. The Reporting Person may be deemed to beneficially own indirectly, 6,895,771 shares of the Company's Common Stock as the investment manager of the GSAM funds and accounts.
5. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
6. As of July 30, 2018, the Reporting Person is no longer a beneficial owner of more than 10% of the Common Stock of the Company.
/s/ Yvette Kosic, Attorney-in-fact 08/01/2018
** 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.