X0206 3 2018-07-25 0 0001705873 Berry Petroleum Corp BRY 0001747240 Smith Arthur T. 16000 N. DALLAS PKWY, STE 100 DALLAS TX 75248 1 1 0 0 See Remarks Common Stock 66667 D Restricted Stock Units Common Stock 133333 D Performance-Based Restricted Stock Units Common Stock 200000 D Restricted stock units granted under the Berry Petroleum Corporation 2017 Omnibus Incentive Plan that are scheduled to vest as to 66,667 shares on March 1, 2019 and 66,666 shares on March 1, 2020 so long as the Reporting Person remains continuously employed by the Issuer. Performance-Based Restricted Stock Units granted under the Berry Petroleum Corporation 2017 Omnibus Incentive Plan that entitle the Reporting Person to receive up to 200,000 shares of the Issuer's Common Stock depending on the performance of the Issuer's Common Stock during the three-year performance period ending June 30, 2020. Vested shares of the Issuer's Common Stock earned pursuant to the award will be issued to the Reporting Person within 30 days following the applicable vesting date. President and Chief Executive Officer This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333- 226011) of Berry Petroleum Corporation. See attached for Exhibit 24 - Power of Attorney. /s/ Arthur T. Smith, by Kendrick Royer, as Attorney-in-Fact 2018-07-25