SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bonanza Creek Energy, Inc. [ BCEI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/28/2017 | D(1) | 42,332 | D | (1) | 0 | D | |||
Common Stock | 04/28/2017 | A(2) | 339 | A | (2) | 339 | D | |||
Common Stock | 04/28/2017 | A(3) | 24,382 | A | $0 | 24,721 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LTIP Units | (1) | 04/28/2017 | D(1) | 75,308(1) | (1) | (1) | Common Stock | 75,308(1) | (1) | 0 | D | ||||
Performance Shares | (1) | 04/28/2017 | D(1) | 2,157(1) | (1) | (1) | Common Stock | 2,157(1) | (1) | 0 | D | ||||
Warrants | $71.23 | 04/28/2017 | A(4) | 1,253 | 04/28/2017 | 04/28/2020 | Common Stock | 1,253 | $0 | 1,253 | D | ||||
Stock Options | $34.36 | 04/28/2017 | A(5) | 24,382 | (5) | 04/28/2027 | Common Stock | 24,382 | $0 | 24,382 | D |
Explanation of Responses: |
1. On December 23, 2016, the Issuer entered into a Restructuring Support and Lock-Up Agreement (the "RSA"), and on January 4, 2017, in accordance with the terms of the RSA, the Issuer and all of its subsidiaries (collectively with the Issuer, the "Debtors") filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Court") to pursue the Debtors' Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as amended, the "Prepackaged Plan"). On April 7, 2017, the Court entered an order confirming the Prepackaged Plan, which order was stayed until April 24, 2017. The Issuer emerged from Chapter 11 on April 28, 2017 (the "Effective Date"). On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock"), and all equity awards with respect to Old Common Stock, were cancelled and extinguished. |
2. New shares of the Issuer's common stock, par value $0.01 per share ("New Common Stock"), were issued to certain of the Issuer's stockholders (including the Reporting Person) pursuant to the Prepackaged Plan in exchange for voluntary releases of certain claims and causes of action granted under the Prepackaged Plan. |
3. Represents restricted stock units with respect to New Common Stock granted to the Reporting Person on the Effective Date pursuant to the Issuer's Management Incentive Plan that are scheduled to vest in three equal installments on April 28, 2018, April 28, 2019 and April 28, 2020. |
4. Warrants with respect to New Common Stock were issued to certain of the Issuer's stockholders (including the Reporting Person) pursuant to the Prepackaged Plan in exchange for voluntary releases of certain claims and causes of action granted under the Prepackaged Plan. |
5. Represents stock options with respect to New Common Stock granted to the Reporting Person on the Effective Date pursuant to the Issuer's Management Incentive Plan that are scheduled to vest and become exercisable in three equal installments on April 28, 2018, April 28, 2019 and April 28, 2020. |
/s/ Roberta L. Louis, Attorney-in-fact for Ramon Moore | 05/02/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |