0000902664-16-007154.txt : 20160519 0000902664-16-007154.hdr.sgml : 20160519 20160519161440 ACCESSION NUMBER: 0000902664-16-007154 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 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: 161663346 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: 89 TRUMBULL ROAD CITY: MANHASSET STATE: NY ZIP: 11030 BUSINESS PHONE: 516-627-5577 MAIL ADDRESS: STREET 1: 89 TRUMBULL ROAD CITY: MANHASSET STATE: NY ZIP: 11030 SC 13D/A 1 p16-1309sc13da.htm BELLATRIX EXPLORATION LTD.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
 

Bellatrix Exploration Ltd.

(Name of Issuer)
 

Common Shares, no par value

(Title of Class of Securities)
 

078314101

(CUSIP Number)
 
 
Eleazer Klein, Esq.
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 17, 2016

(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. 078314101SCHEDULE 13D/APage 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

6,826,318 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,826,318 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,826,318 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.6%

14

TYPE OF REPORTING PERSON

OO; IA

         

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 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

133,139 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

133,139 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

133,139 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 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

309,061 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

309,061 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

309,061 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 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

6,384,118 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,384,118 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,384,118 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.3%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 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

6,826,318 Common Shares

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,826,318 Common Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,826,318 Common Shares

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.6%

14

TYPE OF REPORTING PERSON

IN; HC

         

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 7 of 9 Pages

 

This Amendment No. 14 ("Amendment No. 14") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 19, 2014 (as amended, 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. 14 have the meanings set forth in the Schedule 13D. This Amendment No. 14 amends Items 3 and 5 as set forth below. This Amendment No. 14 constitutes an “exit filing” with respect to the Reporting Persons.

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 $24,000,000 (CAD $28,000,000) (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), (c) and (e) 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 6,826,318 Common Shares, constituting approximately 3.6% 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 81,000 Common Shares, or less than 0.05% of the Issuer's currently outstanding Common Shares. The aggregate number and percentage of Common Shares reported herein are based upon the 191,963,910 Common Shares outstanding, as reported in Issuer's Report on Form 6-K for the month of May 2016, filed with the SEC on May 13, 2016.

 

(c) Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.

(e) May 17, 2016.

 

 

 

CUSIP No. 078314101SCHEDULE 13D/APage 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 19, 2016

 

  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. 078314101SCHEDULE 13D/APage 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) Price Per Share ($)
5/17/2016 (18,619,006) 1.32

 

 

OC Offshore A

 

Date of Transaction Shares Purchased (Sold) Price Per Share ($)
5/17/2016 (3,462,749) 1.32