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SEC FORM 4 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 		 
OMB APPROVAL
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*
Oaktree Capital I, L.P.
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/25/2018 C(5) 5,413,772 A (5) 8,088,900 D(1)(2)(3)(4)(5)
Common Stock 07/30/2018 D 410,229 D $13.16 7,678,671 D(1)(2)(3)(4)(6)(7)
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
Series A Convertible Preferred Stock (5) 07/25/2018 C(5) 5,155,976 (5) (5) Common Stock 5,413,772 $0 0 D(5)
1. Name and Address of Reporting Person*
Oaktree Capital I, L.P.
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OCM HOLDINGS I, LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE HOLDINGS, LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP
(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Holdings, Inc.
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC
(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELES CA 90071
(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), (ii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware, (iii) Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"), (iv) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the general partner of VOF Holdings, (v) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd.") in its capacity as the general partner of VOF GP, (vi) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the managing member of Fund GP and the sole shareholder of VOF GP Ltd., (vii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I, (viii) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I, [continued in FN 2]
2. [continued from FN 1] (ix) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, (x) Oaktree Capital Management, L.P. ("Management") in its capacity as the sole director of VOF GP Ltd, (xi) Oaktree Holdings, Inc. ("Holdings, Inc.") in its capacity as the general partner of Management, (xii) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings and the sole shareholder of Holdings, Inc. and (xiii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly elected manager of OCG.
3. The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock") reported herein. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of the Common Stock reported herein beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.
4. The Reporting Persons are deemed a director by deputization by virtue of their right to designate a person to serve on the Issuer's board of directors.
5. Reflects the conversion (the "Conversion") in connection with the Issuer's initial public offering of all outstanding shares of Series A Preferred Stock of the Issuer into (i) shares of Common Stock on a 1-for-1.05 basis and (ii) the right to receive $1.75, minus the amount of any cash dividend paid by the Issuer on such share of Series A Preferred Stock in respect of any period commencing on or after April 1, 2018. The acquisition of the Common Stock and the disposition of the Series A Preferred Stock by the Reporting Persons pursuant to the Conversion are exempt from Section 16(b) pursuant to Section 16b-3 and Section 16b-6.
6. Reflects the sale by the Reporting Persons to the Issuer of 410,229 shares of Common Stock in connection with the Issuer's initial public offering in a transaction exempt from Section 16(b) pursuant to Section 16b-3.
7. Consists of 5,449,492 shares of Common Stock held by Fund X Delaware and 2,229,179 shares of Common Stock held by VOF Holdings.
See Signatures included in Exhibit 99.1 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.
 
EXHIBIT 99.1
 
 
This Statement on Form 4 is filed jointly by the Reporting Persons listed below.  The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Fl., Los Angeles, CA 90071.
 
Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
Date of Event Requiring Statement: July 25, 2018
 
Issuer Name and Ticker or Trading Symbol:   BRY
 
 
 
OAKTREE CAPITAL I, L.P.
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Vice President
 
       
 
 
 
 
 
OCM HOLDINGS I, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Vice President
 
     
     
 
OAKTREE HOLDINGS, LLC
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Authorized Signatory
 
 
 
 
 
     
 
OAKTREE CAPITAL MANAGEMENT, L.P.
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Vice President
 
 
 
OAKTREE HOLDINGS, INC.
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Vice President
 
 
 
OAKTREE CAPITAL GROUP, LLC
 
 
 
By: Oaktree Capital Group Holdings GP, LLC
Its: Manager
 
 
 
 
 
 
By:
/s/ Jordan Mikes
 
 
Name:
Jordan Mikes
 
 
Title: 
Vice President