Sec Form 4 Filing - Andrews Richard Kevin @ BATTALION OIL CORP - 2020-08-21

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 Andrews Richard Kevin 2. Issuer Name and Ticker or Trading Symbol BATTALION OIL CORP [ BATL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO and Treasurer (Last) (First) (Middle) 1000 LOUISIANA ST, SUITE 6600 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2020 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Employee Stock Option (Right to Buy) $ 18.91 08/21/2020 A( 1 ) 26,564 ( 2 ) 08/21/2027 Common Stock 26,564 $ 0 26,564 D Employee Stock Option (Right to Buy) $ 28.23 08/21/2020 A( 1 ) 26,564 ( 3 ) 08/21/2027 Common Stock 26,564 $ 0 26,564 D Employee Stock Option (Right to Buy) $ 37.83 08/21/2020 A( 1 ) 26,564 ( 4 ) 08/21/2027 Common Stock 26,564 $ 0 26,564 D Restricted Stock Unit ( 5 ) 08/21/2020 A( 1 ) 26,564 ( 5 ) ( 5 ) Common Stock 26,564 $ 0 26,564 D Restricted Stock Unit ( 6 ) 08/21/2020 A( 1 ) 26,564 ( 6 ) ( 6 ) Common Stock 26,564 $ 0 26,564 D Restricted Stock Unit ( 7 ) 08/21/2020 A( 1 ) 53,128 ( 7 ) ( 7 ) Common Stock 53,128 $ 0 53,128 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andrews Richard Kevin 1000 LOUISIANA ST SUITE 6600 HOUSTON, TX77002 EVP, CFO and Treasurer Signatures Walter R. Mayer, Attorney-in-fact 08/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All awards are pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors. ( 2 )The Reporting Person received an award of stock options ("Options"). The exercise price per share of the Options will be equal to an Issuer equity value of $335.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. ( 3 )The Reporting Person received an award of stock options ("Options"). The exercise price per share of the Options will be equal to an Issuer equity value of $500.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. ( 4 )The Reporting Person received an award of stock options ("Options"). The exercise price per share of the Options will be equal to an Issuer equity value of $670.0 million divided by the number of shares outstanding. The Options vest in four equal annual installments beginning February 20, 2021. ( 5 )The Reporting Person received an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning August 21, 2021. ( 6 )The Reporting Person received an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in full only upon the achievement of certain business combination goals. ( 7 )The Reporting Person received an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer's common stock, subject to a decrease to zero based on the Issuer's total shareholder return relative to the total shareholder return of certain of its peer companies over the four-year period ending on February 20, 2024 (the "Performance Period".) The RSUs vest at the end of the Performance Period.

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).

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