Berry (BRY) Form 3 Initial statement of insider ownership

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^*

Oaktree Capital I, L.P.

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2019

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

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

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	12,891,717(1)(2)	D(3)(4)(5)

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^*

Oaktree Capital I, L.P.

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OCM HOLDINGS I, LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OAKTREE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Holdings, Inc.

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group, LLC

(Last) (First) (Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $0.001 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock.

2. Consists of 5,540,247 shares of Common Stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), 5,085,000 shares of Common Stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. ("Fund Xb Delaware") and 2,266,470 shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings").

3. This Form 3 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) Fund X Delaware, (ii) Fund Xb Delaware, (iii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware and Fund Xb Delaware, (iv) VOF Holdings, (v) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the general partner of VOF Holdings, (vi) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd.") in its capacity as the general partner of VOF GP, (vii) Oaktree Fund GP I, L.P. ("GP I") in its capacity as the managing member of Fund GP and the sole shareholder of VOF GP Ltd., (viii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I, (ix) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I, (x) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, [cont'd in FN 4]

4. [cont'd from FN 3] (xi) Oaktree Capital Management, L.P. ("Management") in its capacity as the sole director of VOF GP Ltd, (xii) Oaktree Holdings, Inc. ("Holdings, Inc.") in its capacity as the general partner of Management, (xiii) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings and the sole shareholder of Holdings, Inc. and (xiii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the duly elected manager of OCG.

5. The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of Common Stock and Series A Preferred Stock reported herein. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of the securities reported herein beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.

	See Signatures included in Exhibit 99.1	06/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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