SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Starzer Michael R

(Last) (First) (Middle)
410 17TH STREET, SUITE 1500

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bonanza Creek Energy, Inc. [ BCEI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/15/2011 P 1,000 A $15.5 2,224,612 I (1) See note (1)
Common Stock (2) 12/20/2011 A 109,458 A $0 (3) 2,331,570 I (4) See note (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes (i) 92,067 shares of Class A common stock and 1,000 shares of common stock held by The Starzer Revocable Trust, (ii) 1,811,903 shares of Class A common stock held by the BCEC Investment Trust, for which Mr. Starzer serves as sole trustee (Mr. Starzer disclaims beneficial ownership of shares of the BCEC Investment Trust in which he does not have a pecuniary interest) and (iii) 317,142 shares of Class A common stock and 2,500 shares of Class B common stock held directly by Mr. Starzer.
2. Pursuant to the second amended and restated certificate of incorporation of the company, immediately prior to the December 20, 2011 closing of the company's initial public offering of common stock (the "Closing") and after the conversion of the Class B common stock as described in note (3), all of the shares of Class A common stock of the company were reclassified as common stock, all of one class.
3. Shares resulting from the conversion of 2,500 shares of Class B common stock immediately prior to the Closing. Such shares are issued as restricted stock subject to a three-year vesting schedule with 1/3 of the shares vesting on each anniversary of the Closing.
4. Includes (i) 93,067 shares of common stock held by The Starzer Revocable Trust, (ii) 1,811,903 shares of common stock held by the BCEC Investment Trust, for which Mr. Starzer serves as sole trustee (Mr. Starzer disclaims beneficial ownership of shares of the BCEC Investment Trust in which he does not have a pecuniary interest) and (iii) 426,600 shares of common stock held directly by Mr. Starzer.
Remarks:
Exhibit List: Exhibit 24 Power of Attorney
Chris Humber as Attorney-in-Fact 12/20/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.