Sec Form 3 Filing - Oaktree Capital I, L.P. @ Berry Petroleum Corp - 2018-07-25

FORM 3 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 I, L.P. 2. Issuer Name and Ticker or Trading Symbol Berry Petroleum Corp [ BRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2018 (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 Common Stock 8,088,900 ( 1 ) D ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 Oaktree Capital I, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X OCM HOLDINGS I, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X OAKTREE HOLDINGS, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree Holdings, Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES, CA90071 X X Signatures See Signatures included in Exhibit 99.1 07/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 5,740,623 shares of common stock, $0.001 par value per share, of the Issuer (the "Common Stock") held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware") and 2,348,277 shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings"). ( 2 )This Form 3 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) Fund X Delaware, (ii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware, (iii) VOF Holdings, (iv) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the general partner of VOF Holdings, (v) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd.") in its capacity as the general partner of VOF GP, (vi) 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., (vii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I, (viii) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I, (ix) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, [continued in FN 3] ( 3 )[continued from FN 2] (x) Oaktree Capital Management, L.P. ("Management") in its capacity as the sole director of VOF GP Ltd, (xi) Oaktree Holdings, Inc. ("Holdings, Inc.") in its capacity as the general partner of Management, (xii) 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. ( 4 )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. ( 5 )The Reporting Persons are deemed a director by deputization by virtue of their right to designate a person to serve on the Issuer's board of directors.

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