Sec Form 4 Filing - Oaktree Capital Group, LLC @ BATTALION OIL CORP - 2023-03-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Oaktree Capital Group, LLC 2. Issuer Name and Ticker or Trading Symbol BATTALION OIL CORP [ BATL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2023 (Street) LOS ANGELES, CA90071 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Redeemable Convertible Preferred Stock ( 5 ) 03/28/2023 A 6,526 ( 6 ) ( 7 )( 8 ) Common Stock ( 6 ) ( 4 ) 6,526 I See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OCM HOLDINGS I, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Capital I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OAKTREE FUND GP I, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Fund GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OCM HLCN Holdings, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X BAM Partners Trust BROOKFIELD PLACE, SUITE 100 181 BAY ST. PO BOX 762 TORONTO, A6M5J2T3 X BROOKFIELD Corp /ON/ BROOKFIELD PLACE, SUITE 100 181 BAY ST. PO BOX 762 TORONTO, A6M5J2T3 X Signatures OAKTREE CAPITAL GROUP, LLCBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OAKTREE CAPITAL GROUP HOLDINGS GP, LLCBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OAKTREE HOLDINGS, LLCBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OCM HOLDINGS I, LLCBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OAKTREE CAPITAL I, L.P.By: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OAKTREE FUND GP I, L.P.By: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OAKTREE FUND GP, LLCBy: Oaktree Fund GP I, L.P.Its: Managing MemberBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date OCM HLCN HOLDINGS, L.P.By: Oaktree Fund GP, LLCIts: General PartnerBy: Oaktree Fund GP I, L.P.Its: Managing MemberBy: /s/ Henry OrrenName: Henry OrrenTitle: Senior Vice President 03/30/2023 Signature of Reporting Person Date BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.By: /s/ Kathy SarpashName: Kathy SarpashTitle: Secretary 03/30/2023 Signature of Reporting Person Date BROOKFIELD CORPORATIONBy: /s/ Swati MandavaName: Swati MandavaTitle: Managing Director - Legal & Regulatory 03/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM HLCN Holdings, L.P. ("OCM HLCN"), (ii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM HLCN, (iii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (v) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (vi) Oaktree Holdings, LLC ("Holdings LLC"), in its capacity as the managing member of Holdings I, (vii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings LLC, (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of OCG, (ix) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of class A units of OCG, and ( 2 )(x) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of class B limited voting shares of Brookfield. Oaktree Capital Group, LLC is managed by its ten-member board of directors. OCGH GP, in its capacity as the indirect owner of the class B units of OCG, and Brookfield, in its capacity as the indirect owner of the class A units of OCG, each have the ability to appoint and remove certain directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM HLCN. BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by OCM HLCN. The securities reported herein are directly beneficially owned by OCM HLCN. ( 3 )Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. ( 4 )Pursuant to a Purchase Agreement dated as of March 28, 2023 (the "Series A Purchase Agreement"), on March 28, 2023 (the "Issuance Date"), OCM HLCN acquired from the Issuer 6,526 shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $6.4 million. ( 5 )Pursuant to the Certificate of Designations contemplated by the Series A Purchase Agreement (the "Series A Certificate of Designations"), the conversion price of the Series A Preferred Shares is $9.03 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A Certificate of Designations. ( 6 )Subject to the terms and conditions of the Series A Certificate of Designations, all or any portion of the Series A Preferred Shares may be converted by OCM HLCN at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A Certificate of Designations) and (ii) the then-applicable conversion price. ( 7 )The Series A Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issue r may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A Preferred Shares into Common Stock using the then-applicable Conversion Ratio. ( 8 )The Series A Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A Certificate of Designations. In the event of a change of control transaction, the Series A Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A Certificate of Designations.

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).

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