0001209191-20-011522.txt : 20200221 0001209191-20-011522.hdr.sgml : 20200221 20200221161933 ACCESSION NUMBER: 0001209191-20-011522 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mayer Walter R CENTRAL INDEX KEY: 0001791669 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 20640287 MAIL ADDRESS: STREET 1: 1000 LOUISIANA ST STREET 2: SUITE 6600 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BATTALION OIL CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6600 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: HALCON RESOURCES CORP DATE OF NAME CHANGE: 20120209 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-20 0 0001282648 BATTALION OIL CORP BATL 0001791669 Mayer Walter R 1000 LOUISIANA ST, SUITE 6600 HOUSTON TX 77002 0 1 0 0 VP, Legal Common Stock 207 D Employee Stock Option (Right to Buy) 18.91 2020-02-20 4 A 0 8855 0.00 A 2027-02-20 Common Stock 8855 8855 D Employee Stock Option (Right to Buy) 28.23 2020-02-20 4 A 0 8855 0.00 A 2027-02-20 Common Stock 8855 8855 D Employee Stock Option (Right to Buy) 37.83 2020-02-20 4 A 0 8855 0.00 A 2027-02-20 Common Stock 8855 8855 D Restricted Stock Unit 2020-02-20 4 A 0 8855 0.00 A Common Stock 8855 8855 D Restricted Stock Unit 2020-02-20 4 A 0 8855 0.00 A Common Stock 8855 8855 D Restricted Stock Unit 2020-02-20 4 A 0 17709 0.00 A Common Stock 17709 17709 D On August 7, 2019, the Issuer and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On September 24, 2019, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On October 8, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished. All awards are issued in accordance with the Plan approved by the Bankruptcy Court and pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $335.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $500.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. The exercise price per share of the Options will be equal to an Issuer equity value of $670.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning February 20, 2021. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in full only upon the achievement of certain business combination goals. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to a decrease to zero based on the Issuer's total shareholder return relative to the total shareholder return of certain of its peer companies over the four-year period ending on February 20, 2024 (the "Performance Period".) The RSUs vest at the end of the Performance Period. Walter R. Mayer 2020-02-24