X0206 3 2018-07-25 0 0001705873 Berry Petroleum Corp BRY 0001331940 Baetz Cary D 16000 N. DALLAS PKWY, STE 100 DALLAS TX 75248 1 1 0 0 Chief Financial Officer Common Stock 50000 D Restricted Stock Units Common Stock 100000 D Performance-Based Restricted Stock Units Common Stock 150000 D Restricted stock units granted under the Berry Petroleum Corporation 2017 Omnibus Incentive Plan that are scheduled to vest as to 50,000 shares on each of June 20, 2019 and June 20, 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 150,000 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. 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/ Cary D. Baetz, by Kendrick Royer, as Attorney-in-Fact 2018-07-25