Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Battalion Oil Corporation (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
07134L107 (CUSIP Number) |
Martin Boskovich Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor Los Angeles, CA, 90071 (213) 830-6759 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/17/2026 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
OCM HLCN Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN Holdings, L.P. ("OCM HLCN"). All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Oaktree Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Oaktree Fund GP I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Oaktree Capital I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Brookfield OCM Holdings II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Brookfield OCM Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. | 07134L107 |
| 1 |
Name of reporting person
Brookfield Oaktree Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,797,151.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities include 8,806,376 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 57,282,155 shares of Common Stock outstanding as of August 10, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on August 12, 2026, plus 8,806,376 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Battalion Oil Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
820 Gessner Road, Suite 1100, Houston,
TEXAS
, 77024. | |
Item 1 Comment:
The following constitutes Amendment No. 7 ("Amendment No. 7") to the Schedule 13D filed by the undersigned with the SEC October 22, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 thereto, filed with the SEC on March 31, 2023, Amendment No. 2 thereto, filed with the SEC on September 8, 2023, Amendment No. 3 thereto, filed with the SEC on December 19, 2023, Amendment No. 4 thereto, filed with the SEC on March 29, 2024, Amendment No. 5 thereto, filed with the SEC on May 15, 2024 and Amendment No. 6 thereto, filed with the SEC on May 15, 2026 (collectively, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 7 shall maintain the meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows and set forth in subsections (b) and (c) hereof: The responses of the Reporting Persons to rows (11) and (13) on the cover pages of this Schedule 13D are incorporated by reference into this Item 5(a). OCM HLCN directly holds 3,988,089 shares of Common Stock and beneficially owns 8,806,376 shares of Common Stock issuable upon conversion of the Preferred Stock directly held by OCM HLCN. In this regard, the shares of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, and Series A-4 Preferred Stock (collectively, the "Preferred Stock") directly held by OCM HLCN are currently convertible, based on their respective Conversion Ratios previously disclosed in Item 6 of the Schedule 13D (as amended), into 1,230,614, 2,065,530, 2,734,349, 1,358,894 and 1,416,988 shares of Common Stock, respectively. Due to necessary reconciliation with the Issuer regarding the conversion calculations for the Preferred Stock, the updated amount of Common Stock issuable upon conversion of the Preferred Stock directly held by OCM HLCN was communicated and confirmed by the Issuer on August 17, 2026. The reported amount includes an additional 2,686 shares of Common Stock held in a separately managed account managed by an affiliate of the Reporting Persons. The beneficial ownership reported herein has been rounded to the nearest whole share, as applicable, unless otherwise specified. Each of the Reporting Persons may be deemed to share the power to vote or dispose of the reported securities, but the filing of this statement shall not be deemed an admission of beneficial ownership for purposes of Section 13(d) or Section 13(g) or for any other purpose. | |
| (b) | The responses of the Reporting Persons to rows (7) through (10) on the cover pages of this Schedule 13D and the information set forth in Item 5(a) hereof are incorporated by reference into this Item 5(b). | |
| (c) | Except as reflected herein, the Reporting Persons have not effected any transactions in the shares of Common Stock during the prior 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
OCM HLCN HOLDINGS, L.P., By: Oaktree Fund GP, LLC Its: General Partner, By: Oaktree Fund GP I, L.P. Its: Managing Member. OAKTREE FUND GP, LLC, By: Oaktree Fund GP I, L.P. Its: Managing Member. |