| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 11)* | |
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) | |
November 30, 2015 | |
| (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. 078314101 | SCHEDULE 13D/A | Page 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 32,727,712 Common Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 32,727,712 Common Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 32,727,712 Common Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% | |||
| 14 | TYPE OF REPORTING PERSON OO; IA | |||
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 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 21,579,210 Common Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 21,579,210 Common Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 21,579,210 Common Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 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 4,340,447 Common Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 4,340,447 Common Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,340,447 Common Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 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 6,808,055 Common Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 6,808,055 Common Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,808,055 Common Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 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 32,727,712 Common Shares | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 32,727,712 Common Shares | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 32,727,712 Common Shares | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.0% | |||
| 14 | TYPE OF REPORTING PERSON IN; HC | |||
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 7 of 9 Pages |
This Amendment No. 11 ("Amendment No. 11") 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. 11 have the meanings set forth in the Schedule 13D. This Amendment No. 11 amends Items 3, 4, 5 and 6 as set forth below.
| 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 $197,000,000 (CAD $218,000,000) (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D. | |
| Item 4. | PURPOSE OF TRANSACTION. |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Pursuant to the terms of the Settlement Agreement entered into on December 12, 2014 between the Reporting Persons and the Issuer, the standstill restrictions imposed on the Reporting Persons expired on November 30, 2015. The Reporting Persons, including Daniel Lewis, a director of the Issuer, continue to work collaboratively with the Issuer’s management and the other members of the board of directors with the shared goal of maximizing long-term value for all shareholders. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER. |
| Paragraphs (a) and (c) 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 32,727,712 Common Shares, constituting approximately 17.0% 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 of September 30, 2015, as reported in Exhibit 99.1 to the Issuer's Report on Form 6-K for the month of November 2015, filed with the SEC on November 9, 2015.
(c) There were no transactions with respect to the Common Shares effected by the Reporting Persons during the past sixty days. | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 8 of 9 Pages |
On May 21, 2015, the Reporting Persons acquired $15,000,000 in aggregate principal amount of the Issuer's Senior Unsecured Notes due 2020 (the "Notes"), or approximately 6% of the outstanding Notes.
Other than the Notes or as previously reported in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer. |
| CUSIP No. 078314101 | SCHEDULE 13D/A | Page 9 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: November 30, 2015
| 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 | |||||||
