UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:

3235-0101

Washington, D.C. 20549

Expires:

June 30, 2020

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hours per response

1.00

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES

SEC USE ONLY

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale

or executing a sale directly with a market maker.

WORK LOCATION

1(a) Name of Issuer

(b) IRS Ident. No.

(c) SEC File No.

Berry Petroleum Corporation

81-5410470

001-38606

(e) Telephone No.

1(d) Address of Issuer

Street

City

State

Zip Code

Area Code

Number

16000 Dallas Parkway, Suite 500

Dallas

TX

75248

661

616-3900

2(a) Name of Person for Whose Account the Securities are to be Sold

(b) Relationship to Issuer

(c) Address (street)

City

State

Zip Code

Benefit Street Partners, L.L.C. ("BSP"), on behalf of one or more funds/accounts for which BSP serves as investment adviser

10% Stockholder

9 West 57th Street, Suite 4920

New York

NY

10019

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3 (a)

(b)

SEC USE

(c)

(d)

(e)

(f)

(g)

Name and Address of

ONLY

Each Broker Through

Title of the

Whom the Securities

Number of

Number of Shares

Approximate

Name of Each

Class of

are to be Offered or Each

Shares or Other

Aggregate

or Other Units

Date of Sale

Securities

Securities

Market Maker Who is

Broker-Dealer

Units to be Sold

Market Value

Outstanding

(See instr. 3(f))

Exchange

To Be Sold

Acquiring the Securities

File Number

(See instr. 3(c))

(See instr. 3(d))

(See instr. 3(e))

(MO. DAY YR.)

(See instr. 3(g))

Common Stock par value $0.001 per share

Morgan Stanley & Co. LLC, 1585 Broadway New York, NY 10036

up to 2,672,981 shares

$29,830,468 as of Nov. 14, 2019

80,997,405 shares

Nov. 14, 2019

Nasdaq Global Select Market

INSTRUCTIONS:

1. (a)

Name of issuer

3. (a)

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the

(e)

Issuer’s telephone number, including area code

filing of this notice

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof

2. (a)

Name of person for whose account the securities are to be sold

outstanding, as shown by the most recent report or statement published by the issuer

(b)

Such person’s relationship to the issuer (e.g., officer, director,

(f)

Approximate date on which the securities are to be sold

10 percent stockholder, or member of immediate family of

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

any of the foregoing)

(c)

Such person’s address, including zip code

Potential persons who are to respond to the collection of information contained in this form are not required

to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Name of Person From

Title of

Date You

Name of Acquisition

Whom Acquired (If gift,

Amount of

Date of

Nature

the Class

Acquired

Transaction

also give date donor acquired)

Securities Acquired

Payment

of Payment

Common Stock, par value $0.001 per share

Jul. 25, 2018

Restructuring exchange

Berry Petroleum Corporation (the Issuer)

2,672,981 shares

N/A (Exchange)

N/A (Exchange)

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the

consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when

the note or other obligation was discharged in full or the last installment paid.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months

by the person for whose account the securities are to be sold.

Name and Address of the Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

None.

N/A

None.

N/A

Remarks:

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not

The person for whose account the securities to which this notice relates are to be sold

only as to the person for whose account the securities are to be sold but also as to all

hereby represents by signing this notice that he does not know any material adverse

other persons included in that definition. In addition, information shall be given as to

information in regard to the current and prospective operations of the Issuer of the securities

sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated

to be sold which has not been publicly disclosed. If such person has adopted a written

with sales for the account of the person filing this notice.

trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act,

by signing the form and indicating the date that the plan was adopted or the instruction

given, that person makes such representation as of the plan adoption or instruction date.

November 14, 2019

/s/ Alexander McMillan, Authorized Person

DATE OF NOTICE

(SIGNATURE)

The notice shall be signed by the person for whose account the securities

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,

are to be sold. At least one copy of the notice shall be manually signed.

IF RELYING ON RULE 10B5-1.

Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (02-08)