0000902664-15-002682.txt : 20150526 0000902664-15-002682.hdr.sgml : 20150525 20150526164855 ACCESSION NUMBER: 0000902664-15-002682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150526 DATE AS OF CHANGE: 20150526 GROUP MEMBERS: DANIEL LEWIS GROUP MEMBERS: OC OFFSHORE INVESTMENTS II, SPC -SEGREGATED PORTFOLIO A GROUP MEMBERS: OC OFFSHORE INVESTMENTS II, SPC -SEGREGATED PORTFOLIO B GROUP MEMBERS: ORANGE CAPITAL MASTER I, LTD. GROUP MEMBERS: ORANGE CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bellatrix Exploration Ltd. CENTRAL INDEX KEY: 0001483405 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87192 FILM NUMBER: 15889950 BUSINESS ADDRESS: STREET 1: 1920, 800 5TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3T6 BUSINESS PHONE: 403.266.8670 MAIL ADDRESS: STREET 1: 1920, 800 5TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3T6 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE CAPITAL, LLC CENTRAL INDEX KEY: 0001426756 IRS NUMBER: 202365801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-375-6040 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p15-1373sc13da.htm ORANGE CAPITAL, LLC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Bellatrix Exploration Ltd.
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

078314101
(CUSIP Number)


David Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 22, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 078314101

SCHEDULE 13D/A

Page 2 of 9 Pages

1	NAME OF REPORTING PERSON Orange Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 31,506,112 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 31,506,112 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 31,506,112 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%
14	TYPE OF REPORTING PERSON OO; IA

CUSIP No. 078314101

SCHEDULE 13D/A

Page 3 of 9 Pages

1	NAME OF REPORTING PERSON Orange Capital Master I, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 20,941,210 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 20,941,210 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 20,941,210 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 078314101

SCHEDULE 13D/A

Page 4 of 9 Pages

1	NAME OF REPORTING PERSON OC Offshore Investments II, SPC – Segregated Portfolio A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,340,447 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,340,447 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,340,447 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 078314101

SCHEDULE 13D/A

Page 5 of 9 Pages

1	NAME OF REPORTING PERSON OC Offshore Investments II, SPC – Segregated Portfolio B
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,224,455 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,224,455 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,224,455 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 078314101

SCHEDULE 13D/A

Page 6 of 9 Pages

1	NAME OF REPORTING PERSON Daniel Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 31,506,112 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 31,506,112 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 31,506,112 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%
14	TYPE OF REPORTING PERSON IN; HC

CUSIP No. 078314101

SCHEDULE 13D/A

Page 7 of 9 Pages

This Amendment No. 10 ("Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 19, 2014 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D filed with the SEC on September 4, 2014 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on September 12, 2014 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on September 26, 2014 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D filed with the SEC on October 3, 2014 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D filed with the SEC on October 15, 2014 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D filed with the SEC on November 12, 2014 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D filed with the SEC on December 3, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D filed with the SEC on December 16, 2014 ("Amendment No. 8") and Amendment No. 9 to the Original Schedule 13D filed with the SEC on April 23, 2015 ("Amendment No. 9" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and this Amendment No. 10, the "Schedule 13D") with respect to the common shares, no par value (the "Common Shares"), of Bellatrix Exploration Ltd., a Canadian limited company (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D. This Amendment No. 10 amends Items 3 and 5 as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons used approximately $194,000,000 (CAD $214,000,000) (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D.


Item 5.	INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The aggregate number and percentage of Common Shares to which this Schedule 13D relates is 31,506,112 Common Shares, constituting approximately 16.4% of the Issuer's currently outstanding Common Shares. In addition, Walied Soliman, a Partner at Norton Rose Fulbright LLP and counsel to Orange Capital, beneficially owns 31,000 Common Shares, or less than 0.01% of the Issuer's currently outstanding Common Shares. The aggregate number and percentage of Common Shares reported herein are based upon the 191,957,243 Common Shares outstanding as of April 10, 2015, as reported in Exhibit 99.2 to the Issuer's Report on Form 6-K for the month of April 2015, filed with the SEC on April 14, 2015.

(c) Appendix B hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Common Shares effected since the filing of Amendment No. 9.

CUSIP No. 078314101

SCHEDULE 13D/A

Page 8 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 26, 2015

ORANGE CAPITAL, LLC

	By:		/s/ Daniel Lewis
			Name: Daniel Lewis
			Title: Managing Member

ORANGE CAPITAL MASTER I, LTD.

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

OC OFFSHORE INVESTMENTS II, SPC- SEGREGATED PORTFOLIO A

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

OC OFFSHORE INVESTMENTS II, SPC- SEGREGATED PORTFOLIO B

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

/s/ Daniel Lewis
Daniel Lewis

CUSIP No. 078314101

SCHEDULE 13D/A

Page 9 of 9 Pages

Appendix B

TRANSACTIONS IN THE COMMON SHARES EFFECTED BY THE REPORTING PERSONS

The following table sets forth all transactions with respect to the shares effected during the last sixty days by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices. All share prices below are reported in Canadian dollars.

Orange Fund

Date of Transaction	Shares Purchased (Sold)	Average Price Per Share ($)	Range of Prices Per Share ($)
05/19/2015	444,625	3.58¹	3.47 – 3.60
05/20/2015	11,669	3.57¹	3.51 – 3.61
05/22/2015	90,000	3.71¹	3.64 – 3.76

OC Offshore A

Date of Transaction	Shares Purchased (Sold)	Average Price Per Share ($)	Range of Prices Per Share ($)
05/19/2015	370,000	3.55¹	3.47 – 3.60

OC Offshore B

Date of Transaction	Shares Purchased (Sold)	Average Price Per Share ($)	Range of Prices Per Share ($)
05/19/2015	630,724	3.54¹	3.47 – 3.60
05/20/2015	50,731	3.57¹	3.51 – 3.61
05/22/2015	385,000	3.71¹	3.64 – 3.76

¹This transaction was executed in multiple trades in the open market. The price reported above reflects the weighted average sale price per Common Share purchased. The range of sales prices for these transactions is set forth above. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.