Thomas Gahan Form 3 Berry Petroleum / Thomas Gahan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Benefit Street Partners LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

SUITE 4920

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2018

3. Issuer Name and Ticker or Trading Symbol
Berry Petroleum Corp [ BRY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,997,976	I	By BSP Berry Credit Alpha 1 L.L.C.(1)(2)
Common Stock	2,126,771	I	By BSP Berry Credit Alpha 2 L.L.C.(1)(2)
Common Stock	3,348,022	I	By Providence Debt Fund III L.P.(1)(2)
Common Stock	1,782,946	I	By BSP Berry DF3 3 LLC(1)(2)
Common Stock	465,795	I	By SEI Institutional Investments Trust - High Yield Bond Fund(1)(2)
Common Stock	346,499	I	By SEI Institutional Managed Trust - High Yield Bond Fund(1)(2)
Common Stock	175,873	I	By SEI Global Master Fund plc - The SEI High Yield Fixed Income Fund(1)(2)
Common Stock	80,960	I	By U.S. High Yield Bond Fund(1)(2)
Common Stock	1,003,080	I	By BSP Special Situations Master A L.P.(1)(2)
Common Stock	1,941,774	I	By BSP Berry Special Situations 3 LLC(1)(2)
Common Stock	2,020,944	I	By BSP Berry SEI 2 LLC(1)(2)
Common Stock	86,001	I	By Blackrock Strategic Funds(1)(2)
Common Stock	3,289,017	I	By BSP Berry PECM LLC(1)(2)
Common Stock	315,000	I	By Hampshire Credit Alpha Master Fund LP(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Benefit Street Partners LLC

(Last) (First) (Middle)

9 WEST 57TH STREET

SUITE 4920

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gahan Thomas

(Last) (First) (Middle)

9 WEST 57TH STREET

SUITE 4920

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Berry Petroleum Corporation (the "Issuer") are held in the respective quantities indicated by BSP Berry Credit Alpha 1 L.L.C., BSP Berry Credit Alpha 2 L.L.C., Providence Debt Fund III L.P., BSP Berry DF3 3 LLC, SEI Institutional Investments Trust - High Yield Bond Fund, SEI Institutional Managed Trust - High Yield Bond Fund, SEI Global Master Fund plc - The High Yield Fixed Income Fund, U.S. High Yield Bond Fund, BSP Special Situations Master A L.P., BSP Berry Special Situations 3 LLC, BSP Berry SEI 2 LLC, Blackrock Strategic Funds, BSP Berry PECM LLC and Hampshire Credit Alpha Master Fund LP (collectively, the "BSP Funds"). Benefit Street Partners L.L.C. ("BSP") serves as the investment adviser to each of the BSP Funds. Mr. Gahan controls BSP through his indirect ownership of membership interests of BSP and as Chief Executive Officer of BSP's sole managing member (continued in footnote 2).

2. (continued from footnote 1) As a result, each of BSP and Mr. Gahan may be deemed to beneficially own the securities held by each of the BSP Funds. Each reporting person disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Pursuant to a stockholders agreement between the Issuer and certain holders party thereto, BSP has the right to designate a director to the Issuer's board of directors. Brent S. Buckley currently serves as BSP's designee.

	/s/ Nina Baryski, Authorized Signatory, Benefit Street Partners L.L.C.	07/25/2018
	/s/ Thomas J. Gahan	07/25/2018
	** Signature of Reporting Person	Date
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