BATL
Battalion Oil CorpTrades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-07-16 | Mayer Walter R |
SVP, General Counsel |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents shares withheld to satisfy tax withholding obligations upon settlement of vested restricted stock units ("RSUs"). The vesting of the RSUs was previously reported on the Reporting Person's Form 4 filed June 23, 2026. No shares were issued at the time of vesting. The price reported reflects the closing price of the Issuer's common stock on the vesting date, June 18, 2026, used for tax withholding purposes. |
Common Stock
|
2,376 |
| 2026-07-16 | Rohling Daniel P |
Chief Operating Officer |
Tax↓
Filing footnotes — Common Stock (Direct)
Represents shares withheld to satisfy tax withholding obligations upon settlement of vested restricted stock units ("RSUs"). The vesting of the RSUs was previously reported on the Reporting Person's Form 4 filed June 23, 2026. No shares were issued at the time of vesting. The price reported reflects the closing price of the Issuer's common stock on the vesting date, June 18, 2026, used for tax withholding purposes. |
Common Stock
|
6,468 |
| 2026-07-15 | Rohling Daniel P |
Chief Operating Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of RSUs granted on July 15, 2026. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning July 15, 2027. |
Restricted Stock Unit
|
256,887 |
| 2026-07-15 | Steele Matthew |
Chief Executive Officer |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of restricted stock units ("RSUs") granted on July 15, 2026. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning July 15, 2027. |
Restricted Stock Unit
|
283,100 |
| 2026-07-15 | Martin Charles E |
VP, Controller |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of restricted stock units ("RSUs") granted on July 15, 2026. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning July 15, 2027. |
Restricted Stock Unit
|
68,154 |
| 2026-07-15 | Mayer Walter R |
SVP, General Counsel |
Award↑
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of RSUs granted on July 15, 2026. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning July 15, 2027. |
Restricted Stock Unit
|
83,880 |
| 2026-06-18 | Rohling Daniel P |
Chief Operating Officer |
Convert↑
|
Common Stock
|
26,564 |
| 2026-06-18 | Mayer Walter R |
SVP, General Counsel |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of restricted stock units ("RSUs") granted on February 21, 2020. Each RSU represents a contingent right to receive one share of Issuer's common stock. Vesting of the award was contingent upon satisfaction of specified performance metrics over the applicable performance period. On June 18, 2026, the Issuer's Board of Directors determined that the applicable performance conditions were satisfied, resulting in vesting of the award. The shares underlying the award have not yet been issued as of the date of this filing. |
Restricted Stock Unit
|
8,855 |
| 2026-06-18 | Mayer Walter R |
SVP, General Counsel |
Convert↑
|
Common Stock
|
8,855 |
| 2026-06-18 | Rohling Daniel P |
Chief Operating Officer |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
The Reporting Person received an award of restricted stock units ("RSUs") granted on February 21, 2020. Each RSU represents a contingent right to receive one share of Issuer's common stock. Vesting of the award was contingent upon satisfaction of specified performance metrics over the applicable performance period. On June 18, 2026, the Issuer's Board of Directors determined that the applicable performance conditions were satisfied, resulting in vesting of the award. The shares underlying the award have not yet been issued as of the date of this filing. |
Restricted Stock Unit
|
26,564 |
| 2026-05-21 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. As of the date of this filing, 208,489 Segregated Shares continue to be held by the Master Fund. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
384,282 |
| 2026-04-17 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
8,551 |
| 2026-04-13 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
2,372 |
| 2026-04-10 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
148,286 |
| 2026-04-09 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,140 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,189 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 396,433 Shares, and LCP Offshore, which received 45,238 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 9, 2026, the Master Fund distributed 14,003 shares of common stock, on April 10, 2026, the Master Fund distributed 148,286 shares of common stock, on April 13, the Master Fund distributed 2,372 shares of common stock on April 17, 2026 the Master Fund distributed 8,551 shares of common stock and on May 21, 2026, the Master Fund distributed 384,282 shares of common stock to certain Non Returners who provided their information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
14,003 |
| 2026-04-02 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
As previously disclosed, on March 24, 2026, Luminus Energy Partners Master Fund, Ltd. ("Master Fund") effected a distribution in kind of 5,200,000 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,138 Shares, and LEP Offshore (through LILP, an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely LCP Onshore, which received 391,694 Shares, and LCP Offshore, which received 91,930 Shares. Each of the Funds had issued illiquid certificates to their respective investors on April 1, 2020. In connection with the distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. On April 2, 2026, the Master Fund distributed 379,559 shares of common stock to certain Non Returners who provided their information. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
379,559 |
| 2026-03-31 | LUMINUS MANAGEMENT LLC |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
On March 31, 2026, Master Fund sold Shares of common stock of the Issuer in two series of transactions for a total of 1,209,377 of common stock of the Issuer. This transaction was executed in multiple trades at prices ranging from $3.62 to $3.92. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. As previously disclosed, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
872,586 |
| 2026-03-31 | LUMINUS MANAGEMENT LLC |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
On March 31, 2026, Master Fund sold Shares of common stock of the Issuer in two series of transactions for a total of 1,209,377 of common stock of the Issuer. This transaction was executed in multiple trades at prices ranging from $4.02 to $4.84. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. As previously disclosed, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
336,791 |
| 2026-03-30 | LUMINUS MANAGEMENT LLC |
Director |
Sell↓
Filing footnotes — Common Stock (Indirect)
On March 30, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), sold 681,105 shares of common stock of the Issuer. This transaction was executed in multiple trades at prices ranging from $5.52 to $5.74. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. As previously disclosed, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
681,105 |
| 2026-03-30 | LUMINUS MANAGEMENT LLC |
Director |
Other↑
Filing footnotes — Series A-2 Redeemable Convertible Preferred Stock (Indirect)
On March 30, 2026, pursuant to the Series A-2 Certificate of Designations for the Series A-2 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A-2 Preferred Shares"), Master Fund converted 7,803 shares of its Series A-2 Preferred Shares in exchange for 1,800,000 shares of common stock of the Issuer at the conversion price of $6.21 per share. Pursuant to the Series A-2 Purchase Agreement, on December 15, 2023 (the "Issuance Date"), Master Fund acquired from the Issuer 17,211 shares of Series A-2 Preferred Shares convertible into shares of Common Stock for an aggregate purchase price of approximately $16.8 million. Subject to the terms and conditions of the Series A-2 Certificate of Designations, commencing on April 13, 2024, all or any portion of the Series A-2 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-2 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-2 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-2 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Purchase Agreement dated as of December 15, 2023 (the "Series A-2 Purchase Agreement")) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-2 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-2 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-2 Certificate of Designations. In the event of a change of control transaction, the Series A-2 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-2 Certificate of Designations. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Series A-2 Redeemable Convertible Preferred Stock
(I)
|
7,803 |
| 2026-03-30 | LUMINUS MANAGEMENT LLC |
Director |
Sell↓
Filing footnotes — Cash-Settled Total Return Swaps (Indirect)
As previously disclosed, Master Fund has previously entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions as the respective counterparties, which provided economic exposure to an aggregate of 144,621 notional shares of Common Stock, (the "Swap Agreements"). On March 30, 2026, Master Fund sold the Swap Agreements to third parties thus relinquishing all rights it had pursuant to such agreements. The Swap Agreements provided the Master Fund with economic results that were comparable to the economic results of ownership but did not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that were the subject of the Swap Agreements. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Cash-Settled Total Return Swaps
(I)
|
13,330 |
| 2026-03-30 | LUMINUS MANAGEMENT LLC |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
On March 30, 2026, pursuant to the Series A-2 Certificate of Designations for the Series A-2 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A-2 Preferred Shares"), Master Fund converted 7,803 shares of its Series A-2 Preferred Shares in exchange for 1,800,000 shares of common stock of the Issuer at the conversion price of $6.21 per share. As previously disclosed, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
1,800,000 |
| 2026-03-30 | LUMINUS MANAGEMENT LLC |
Director |
Sell↓
Filing footnotes — Cash-Settled Total Return Swaps (Indirect)
As previously disclosed, Master Fund has previously entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions as the respective counterparties, which provided economic exposure to an aggregate of 144,621 notional shares of Common Stock, (the "Swap Agreements"). On March 30, 2026, Master Fund sold the Swap Agreements to third parties thus relinquishing all rights it had pursuant to such agreements. The Swap Agreements provided the Master Fund with economic results that were comparable to the economic results of ownership but did not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that were the subject of the Swap Agreements. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Cash-Settled Total Return Swaps
(I)
|
131,291 |
| 2026-03-27 | Mayer Walter R |
SVP, General Counsel |
Sell↓
|
Common Stock
|
4,777 |
| 2026-03-25 | Rohling Daniel P |
Chief Operating Officer |
Sell↓
Filing footnotes — Common Stock (Direct)
The sales were executed in multiple trades at prices ranging from $5.90 to $6.02. The price reported reflects the weighted average sale price. |
Common Stock
|
14,421 |
| 2026-03-25 | Martin Charles E |
VP, Controller |
Sell↓
|
Common Stock
|
7,623 |
| 2026-03-25 | Gen IV Investment Opportunities, LLC |
Director, 10% Owner |
Sell↓
Filing footnotes — Common Stock (Direct)
This Form 4 is jointly filed by Gen IV Investment Opportunities, LLC ("Gen IV"), a Delaware limited liability company, LSP Generation IV, LLC ("LSP Gen IV"), a Delaware limited liability company, LSP Investment Advisors, LLC ("LSP Advisors"), a Delaware limited liability company, and Paul Segal, President of Gen IV. LSP Gen IV, as the managing member of Gen IV, has the power to direct the affairs of Gen IV, including voting and disposing of the shares. LSP Advisors, as the investment manager of Gen IV, also has the power to direct the voting and disposition of the shares held by Gen IV. Mr. Segal as President of Gen IV, also has the power to direct the voting and disposition of the shares Held by Gen IV. For Section 16 purposes, LSP Gen IV, LSP Advisors, and Mr. Segal, disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein. |
Common Stock
|
2,369,769 |
| 2026-03-24 | Rohling Daniel P |
Chief Operating Officer |
Sell↓
Filing footnotes — Common Stock (Direct)
The sales were executed in multiple trades at prices ranging from $9.03 to $9.27. The price reported reflects the weighted average sale price. |
Common Stock
|
7,837 |
| 2026-03-24 | LUMINUS MANAGEMENT LLC |
Director |
Other↓
Filing footnotes — Common Stock (Indirect)
On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), effected a distribution in kind of 5,200,00 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,138 Shares, and Luminus Energy Partners, Ltd, a Cayman Islands entity ("LEP Offshore") (through Luminus Itineris, LP, a Cayman entity ("LILP"), an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely Luminus Capital Partners Onshore, L.P., a Delaware limited partnership ("LCP Onshore"), which received 391,694 Shares, and Luminus Capital Partners Offshore, Ltd., a Cayman entity ("LCP Offshore"), which received 91,930 Shares. Each of LEP Onshore, LEP Offshore, LCP Onshore and LCP Offshore (collectively, the "Funds") had issued illiquid certificates to their respective investors on April 1, 2020 (collectively, the "Illiquid Certificates"). The Funds concurrently distributed the Shares to the holders of the Illiquid Certificates (collectively, the Certificate Holders"). For ease of mechanics, calculations were made on a look-through basis with the Master Fund distributing the Shares directly to the Certificate Holders and to LILP. The distribution in kind was made pursuant the terms of the Illiquid Certificates and the constituent documents of the respective Funds. In connection with the above referenced distribution in kind, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Common Stock
(I)
|
4,054,458 |
| 2025-03-05 | Mayer Walter R |
SVP, General Counsel |
Other↑
Filing footnotes — Equity Grant Units (Direct)
On Sep. 23 and Nov. 22, 2024, the Reporting Person filed Form 4s reporting awards of 18,322 and 2,290 Equity Grant Units ("EGU"), respectively. Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Issuer's common stock upon the satisfaction of certain conditions. Effective Mar. 5, 2025, the Reporting Person agreed to forfeit, waive and nullify any and all rights associated with EGUs; accordingly, the Issuer rescinded the award and the associated EGUs were cancelled. |
Equity Grant Units
|
20,612 |
| 2025-03-05 | Martin Charles E |
VP, Controller |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock, which, pursuant to the Issuer's 2020 Long-Term Incentive Plan, at the election of the Issuer will be settled in cash. The full vesting of the Restricted Stock Units occurred on Feb. 20, 2025, and settlement in cash has been resolved to be paid on Mar. 11, 2025 |
Restricted Stock Unit
|
3,250 |
| 2025-03-05 | Rohling Daniel P |
Chief Operating Officer |
Other↑
Filing footnotes — Equity Grant Units (Direct)
On Sep. 23 and Nov. 22, 2024, the Reporting Person filed Form 4s reporting awards of 18,322 and 4,580 Equity Grant Units ("EGU"), respectively. Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Issuer's common stock upon the satisfaction of certain conditions. Effective Mar. 5, 2025, the Reporting Person agreed to forfeit, waive and nullify any and all rights associated with EGUs; accordingly, the Issuer rescinded the award and the associated EGUs were cancelled. |
Equity Grant Units
|
22,902 |
| 2025-03-05 | Steele Matthew |
Chief Executive Officer |
Other↓
Filing footnotes — Equity Grant Units (Direct)
On Sep. 23, 2024, the Reporting Person filed a Form 4 reporting an award 50,385 Equity Grant Units ("EGU"). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Issuer's common stock upon the satisfaction of certain conditions. Effective Mar. 5, 2025, the Reporting Person agreed to forfeit, waive and nullify any and all rights associated with EGUs; accordingly, the Issuer rescinded the award and the associated EGUs were cancelled. |
Equity Grant Units
|
50,385 |
| 2025-03-05 | Martin Charles E |
VP, Controller |
Convert↓
Filing footnotes — Restricted Stock Unit (Direct)
Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock, which, pursuant to the Issuer's 2020 Long-Term Incentive Plan, at the election of the Issuer will be settled in cash. The full vesting of the Restricted Stock Units occurred on Feb. 20, 2025, and settlement in cash has been resolved to be paid on Mar. 11, 2025 |
Restricted Stock Unit
|
8,667 |
| 2025-03-05 | Martin Charles E |
VP, Controller |
Other↓
Filing footnotes — Equity Grant Units (Direct)
On Sep. 23 and Nov. 22, 2024, the Reporting Person filed Form 4s reporting awards of 18,322 and 2,290 Equity Grant Units ("EGU"), respectively. Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Issuer's common stock upon the satisfaction of certain conditions. Effective Mar. 5, 2025, the Reporting Person agreed to forfeit, waive and nullify any and all rights associated with EGUs; accordingly, the Issuer rescinded the award and the associated EGUs were cancelled. |
Equity Grant Units
|
20,612 |
| 2025-03-05 | Rohling Daniel P |
Chief Operating Officer |
Convert↑
Filing footnotes — Restricted Stock Unit (Direct)
Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock, which, pursuant to the Issuer's 2020 Long-Term Incentive Plan, at the election of the Issuer will be settled in cash. The scheduled vesting of the Restricted Stock Units occurred on Feb. 20, 2024, and settlement in cash has been resolved to be paid on Mar. 11, 2025. |
Restricted Stock Unit
|
6,641 |
| 2025-03-05 | Mayer Walter R |
SVP, General Counsel |
Convert↑
Filing footnotes — Restricted Stock Unit (Direct)
Each Restricted Stock Unit represents a contingent right to receive one share of Issuer's common stock, which, pursuant to the Issuer's 2020 Long-Term Incentive Plan, at the election of the Issuer will be settled in cash. The scheduled vesting of the Restricted Stock Units occurred on Feb. 20, 2024, and settlement in cash has been resolved to be paid on Mar. 11, 2025. |
Restricted Stock Unit
|
2,214 |
| 2024-11-22 | Mayer Walter R |
SVP, General Counsel |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
2,290 |
| 2024-11-22 | Martin Charles E |
VP, Controller |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
2,290 |
| 2024-11-22 | Rohling Daniel P |
Chief Operating Officer |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
4,580 |
| 2024-09-20 | Mayer Walter R |
SVP, General Counsel |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
18,322 |
| 2024-09-19 | Martin Charles E |
VP, Controller |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
18,322 |
| 2024-09-19 | Rohling Daniel P |
Chief Operating Officer |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
18,322 |
| 2024-09-19 | Steele Matthew |
Chief Executive Officer |
Award↑
Filing footnotes — Equity Grant Units (Direct)
The Reporting Person received an award of Equity Grant Units ("EGU") granted under the Plan (defined below). Each EGU represents the right to receive a cash payment equivalent to the value of a share of the Company's common stock upon a Closing (as described below). All awards are issued in accordance with the Company's Merger Incentive Plan, dated September 19, 2024 (the "Plan"), approved by the Compensation Committee and the Board of Directors of the Company. Subject to the terms and conditions of the Plan and the award agreement, each EGU will be settled in cash upon the Closing (as defined in the Plan) of a transaction resulting in a change of control of the Company and such cash settlement will be based on the consideration paid for the Company's common stock in connection with such Closing or the closing price of the Company's common stock on the date a person or group files a report with the Securities and Exchange Commission announcing that they are the beneficial owners of more than 50% of the total voting power of the outstanding voting stock of the Company. |
Equity Grant Units
|
50,385 |
| 2024-05-13 | LUMINUS MANAGEMENT LLC |
Director |
Award↑
Filing footnotes — Series A-4 Redeemable Convertible Preferred Stock (Indirect)
Pursuant to the Certificate of Designations contemplated by the Series A-4 Purchase Agreement (the "Series A-4 Certificate of Designations"), the conversion price of the Series A-4 Preferred Shares is $6.42 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-4 Certificate of Designations. Pursuant to a Purchase Agreement dated as of May 13, 2024 (the "Series A-4 Purchase Agreement"), on May 13, 2024 (the "Issuance Date"), Master Fund acquired from the Issuer 9,835 shares of Series A-4 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-4 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $9.6 million. Subject to the terms and conditions of the Series A-4 Certificate of Designations, commencing on September 10, 2024, all or any portion of the Series A-4 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio" for each Series A-4 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-4 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-4 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-4 Purchase Agreement) has occurred since the date of the most recent financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-4 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-4 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-4 Certificate of Designations. In the event of a change of control transaction, the Series A-4 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Series A-4 Redeemable Convertible Preferred Stock
(I)
|
9,835 |
| 2024-05-13 | Gen IV Investment Opportunities, LLC |
Director, 10% Owner |
Award↑
Filing footnotes — Series A-4 Redeemable Convertible Preferred Stock (Direct)
Pursuant to the Certificate of Designations contemplated by the Series A-4 Purchase Agreement (the "Series A-4 Certificate of Designations"), the conversion price of the Series A-4 Preferred Shares is $6.42 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-4 Certificate of Designations. Pursuant to a Purchase Agreement dated as of May 13, 2024 (the "Series A-4 Purchase Agreement"), on May 13, 2024 (the "Issuance Date"), Gen IV acquired from the Issuer 3,789 shares of Series A-4 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-4 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $3.7 million. Subject to the terms and conditions of the Series A-4 Certificate of Designations, commencing on September 10, 2024, all or any portion of the Series A-4 Preferred Shares may be converted by Gen IV at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio" for each Series A-4 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-4 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-4 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-4 Purchase Agreement) has occurred since the date of the most recent financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-4 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-4 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-4 Certificate of Designations. In the event of a change of control transaction, the Series A-4 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations. This Form 4 is jointly filed by Gen IV Investment Opportunities, LLC ("Gen IV"), a Delaware limited liability company, LSP Generation IV, LLC ("LSP Gen IV"), a Delaware limited liability company, and LSP Investment Advisors, LLC ("LSP Advisors"), a Delaware limited liability company. LSP Gen IV, as the managing member of Gen IV, has the power to direct the affairs of Gen IV, including voting and disposing of the shares. LSP Advisors, as the investment manager of Gen IV, also has the power to direct the voting and disposition of the shares held by Gen IV. For Section 16 purposes, LSP Gen IV and LSP Advisors disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein. |
Series A-4 Redeemable Convertible Preferred Stock
|
3,789 |
| 2024-05-13 | Brookfield Oaktree Holdings, LLC |
Director, 10% Owner |
Award↑
Filing footnotes — Series A-4 Redeemable Convertible Preferred Stock (Indirect)
Pursuant to the Certificate of Designations contemplated by the Series A-4 Purchase Agreement (the "Series A-4 Certificate of Designations"), the conversion price of the Series A-4 Preferred Shares is $6.42 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-4 Certificate of Designations. Pursuant to a Purchase Agreement dated as of May 13, 2024 (the "Series A-4 Purchase Agreement"), on May 13, 2024 (the "Issuance Date"), OCM HLCN acquired from the Issuer 6,376 shares of Series A-4 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-4 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $6.2 million. Subject to the terms and conditions of the Series A-4 Certificate of Designations, commencing on September 10, 2024, all or any portion of the Series A-4 Preferred Shares may be converted by OCM HLCN at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-4 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-4 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-4 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-4 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-4 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-4 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-4 Certificate of Designations. In the event of a change of control transaction, the Series A-4 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM HLCN Holdings, L.P. ("OCM HLCN"), (ii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM HLCN, (iii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (v) Brookfield OCM Holdings II, LLC (f/k/a OCM Holdings I, LLC) ("Holdings II"), in its capacity as general partner of Capital I, (vi) Brookfield OCM Holdings, LLC (f/k/a Oaktree Holdings, LLC) ("Holdings LLC"), in its capacity as the managing member of Holdings II, (vii) Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC) ("BOH"), in its capacity as managing member of Holdings LLC, (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of BOH, (cont.) (ix) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of class A units of BOH, and (x) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of class B limited voting shares of Brookfield. Brookfield Oaktree Holdings, LLC is managed by its ten-member board of directors. OCGH GP, in its capacity as the indirect owner of the class B units of BOH, and Brookfield, in its capacity as the indirect owner of the class A units of BOH, each have the ability to appoint and remove certain directors of BOH and, as such, may indirectly control the decisions of BOH regarding the vote and disposition of securities held by OCM HLCN. BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by OCM HLCN. (cont.) The securities reported herein are directly beneficially owned by OCM HLCN. Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. Because of technical issues with its EDGAR filing codes, Brookfield was omitted as a Reporting Person on the Form 4 filed May 15, 2024 (the "Original Filing"), although Brookfield's indirect ownership was accurately described in footnotes 1, 2, 3 and 4 of the Original Filing. This amendment and restatement of the Original Filing is being filed solely to correct this omission. |
Series A-4 Redeemable Convertible Preferred Stock
(I)
|
6,376 |
| 2024-03-27 | Gen IV Investment Opportunities, LLC |
Director, 10% Owner |
Award↑
Filing footnotes — Series A-3 Redeemable Convertible Preferred Stock (Direct)
Pursuant to the Certificate of Designations contemplated by the Series A-3 Purchase Agreement (the "Series A-3 Certificate of Designations"), the conversion price of the Series A-3 Preferred Shares is $6.83 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-3 Certificate of Designations. Pursuant to a Purchase Agreement dated as of March 27, 2024 (the "Series A-3 Purchase Agreement"), on March 27, 2024 (the "Issuance Date"), Gen IV acquired from the Issuer 3,789 shares of Series A-3 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-3 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $3.7 million. Subject to the terms and conditions of the Series A-3 Certificate of Designations, commencing on July 25, 2024, all or any portion of the Series A-3 Preferred Shares may be converted by Gen IV at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-3 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-3 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-3 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-3 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-3 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-3 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-3 Certificate of Designations. In the event of a change of control transaction, the Series A-3 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-3 Certificate of Designations. This Form 4 is jointly filed by Gen IV Investment Opportunities, LLC ("Gen IV"), a Delaware limited liability company, LSP Generation IV, LLC ("LSP Gen IV"), a Delaware limited liability company, and LSP Investment Advisors, LLC ("LSP Advisors"), a Delaware limited liability company. LSP Gen IV, as the managing member of Gen IV, has the power to direct the affairs of Gen IV, including voting and disposing of the shares. LSP Advisors, as the investment manager of Gen IV, also has the power to direct the voting and disposition of the shares held by Gen IV. For Section 16 purposes, LSP Gen IV and LSP Advisors disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein. |
Series A-3 Redeemable Convertible Preferred Stock
|
3,789 |
| 2024-03-27 | LUMINUS MANAGEMENT LLC |
Director |
Award↑
Filing footnotes — Series A-3 Redeemable Convertible Preferred Stock (Indirect)
Pursuant to the Certificate of Designations contemplated by the Series A-3 Purchase Agreement (the "Series A-3 Certificate of Designations"), the conversion price of the Series A-3 Preferred Shares is $6.83 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-3 Certificate of Designations. Pursuant to a Purchase Agreement dated as of March 27, 2024 (the "Series A-3 Purchase Agreement"), on March 27, 2024 (the "Issuance Date"), Master Fund acquired from the Issuer 9,835 shares of Series A-3 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-3 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $9.6 million. Subject to the terms and conditions of the Series A-3 Certificate of Designations, commencing on July 25, 2024, all or any portion of the Series A-3 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-3 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-3 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-3 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-3 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-3 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-3 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-3 Certificate of Designations. In the event of a change of control transaction, the Series A-3 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-3 Certificate of Designations. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Series A-3 Redeemable Convertible Preferred Stock
(I)
|
9,835 |
| 2023-12-15 | LUMINUS MANAGEMENT LLC |
Director |
Award↑
Filing footnotes — Series A-2 Redeemable Convertible Preferred Stock (Indirect)
Pursuant to the Certificate of Designations contemplated by the Series A-2 Purchase Agreement (the "Series A-2 Certificate of Designations"), the conversion price of the Series A-2 Preferred Shares is $6.21 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-2 Certificate of Designations. Pursuant to a Purchase Agreement dated as of December 15, 2023 (the "Series A-2 Purchase Agreement"), on December 15, 2023 (the "Issuance Date"), Master Fund acquired from the Issuer 17,211 shares of Series A-2 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A-2 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $16.8 million. Subject to the terms and conditions of the Series A-2 Certificate of Designations, commencing on April 13, 2024, all or any portion of the Series A-2 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-2 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-2 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-2 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-2 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-2 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-2 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-2 Certificate of Designations. In the event of a change of control transaction, the Series A-2 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-2 Certificate of Designations. Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. |
Series A-2 Redeemable Convertible Preferred Stock
(I)
|
17,211 |