Sec Form 4 Filing - WEST FACE CAPITAL INC. @ Bonanza Creek Energy, Inc. - 2013-02-01

Insider filing report for Changes in Beneficial Ownership
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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
WEST FACE CAPITAL INC.
2. Issuer Name and Ticker or Trading Symbol
Bonanza Creek Energy, Inc. [ BCEI]
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)
2 BLOOR STREET EAST, SUITE 3000
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2013
(Street)
TORONTO, A6M4W 1A8
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
Common Stock, par value $0.001 02/01/2013 S 13,000,000 ( 1 ) D $ 28.32 8,166,134 ( 1 ) ( 2 ) I ( 1 ) ( 2 ) See footnotes 1 and 2
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEST FACE CAPITAL INC.
2 BLOOR STREET EAST
SUITE 3000
TORONTO, A6M4W 1A8
X
Boland Gregory A.
2 BLOOR STREET EAST, SUITE 3000
TORONTO, A6M4W 1A8
X
Signatures
WEST FACE CAPITAL INC., By: /s/ Alexander Singh, Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc. 05/24/2013
Signature of Reporting Person Date
GREGORY A. BOLAND, By: /s / Alexander Singh, Attorney-in-fact for Gregory A. Boland 05/24/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of the Issuer's Common Stock, $.001 par value (the "Shares") were sold for the account of Project Black Bear LP ("Black Bear"), which is an entity managed by West Face Capital Inc. ("West Face"). The general partner of Black Bear, Project Black Bear GP LLC, a Delaware limited liability company, has delegated voting and investment power over the Shares held by Black Bear to West Face, pursuant to an advisory agreement. Gregory A. Boland ("Mr. Boland") is the President and Chief Executive Officer of West Face. Each of Mr. Boland and West Face disclaims beneficial ownership of any Shares held by Black Bear except to the extent of any pecuniary interest therein.
( 2 )These Shares are held as follows: 578,275 Shares held directly by Black Bear, and 7,587,859 Shares held by Her Majesty the Queen in Right of the Province of Alberta ("Her Majesty"), in her own capacity and as trustee/nominee for certain Alberta pension clients, for which Alberta Investment Management Corporation, a Canadian corporation ("AIMCo"), serves as investment manager. West Face may exercise voting power over the Shares held by Her Majesty pursuant to an investment management agreement between West Face and AIMCo, on behalf of its clients. This investment management agreement may be terminated upon 90 days prior written notice or immediately in certain circumstances, at which time West Face would no longer be deemed to exercise control over these Shares. Mr. Boland is the President and Chief Executive Officer of West Face. Each of Mr. Boland and West Face disclaims beneficial ownership of any Shares held by Her Majesty, except to the extent of any pecuniary interest therein.

Remarks:
Exhibit List: The Joint Filing Agreement filed as Exhibit A, and the Power of Attorney filed as Exhibit B, to the Schedule 13G filed by the Reporting Persons on February 14, 2012 are incorporated herein by reference.

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