Bellatrix Exploration Ltd.

Common Shares, no par value

078314101

David Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

August 12, 2014

NAME OF REPORTING PERSON

Orange Capital, LLC

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

0

SHARED VOTING POWER

10,168,800 shares of Common Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

10,168,800 shares of Common Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10,168,800 shares of Common Shares

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

TYPE OF REPORTING PERSON

OO; IA

NAME OF REPORTING PERSON

Orange Capital Master I, Ltd.

(a) ¨

(b) ¨

SOURCE OF FUNDS

WC

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

0

SHARED VOTING POWER

10,168,800 shares of Common Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

10,168,800 shares of Common Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10,168,800 shares of Common Shares

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

TYPE OF REPORTING PERSON

CO

NAME OF REPORTING PERSON

Daniel Lewis

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

0

SHARED VOTING POWER

10,168,800 shares of Common Shares

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

10,168,800 shares of Common Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

10,168,800 shares of Common Shares

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%

TYPE OF REPORTING PERSON

IN; HC

This Schedule 13D is filed by: (i) Orange Capital, LLC, a Delaware limited liability company ("Orange Capital"); (ii) Orange Capital Master I, Ltd., a Cayman Islands exempted company ("Orange Fund"); and (iii) Daniel Lewis ("Mr. Lewis" and together with Orange Capital and Orange Fund, the "Reporting Persons"). The principal business address of Orange Capital and Mr. Lewis is 1370 Avenue of the Americas, 23^rd Floor, New York, New York 10019. The principal business address of Orange Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands. The principal business of Orange Capital is investment management. The Managing Member of Orange Capital is Mr. Lewis, who is primarily engaged in the business of investment management. The principal business of Orange Fund is to invest in securities. The name, citizenship, principal occupation and business address for each director of Orange Fund is set forth on Appendix A hereto.

None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons used approximately $84,000,000 (CAD $90,000,000) (including brokerage commissions) in the aggregate to purchase the shares of Common Shares reported in this Schedule 13D.

The source of the funds used to acquire the Common Shares reported herein is the working capital of Orange Fund. The shares of Common Shares reported herein are held in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein.

The Reporting Persons initially acquired beneficial ownership of the shares of Common Shares of the Issuer reported herein for investment purposes because they believed the Common Shares represented an attractive investment opportunity.

The Reporting Persons intend to engage management of the Issuer ("Management") and the board of directors of the Issuer (the "Board") in discussions regarding opportunities to maximize shareholder value. The Reporting Persons intend to discuss, among other things (i) the Issuer hiring an independent financial advisor tasked to provide the Board with recommendations on strategic alternatives, capital allocation and improved investor communications; (ii) the size and composition of the Board; (iii) steps to raise the Issuer's valuation to be in line with its intrinsic value, which current valuation is well below the Issuer's intermediate sized company peers in the Canadian exploration and production sector (based on both price to proved-developed reserves and on enterprise value to debt adjusted cash flow); (iv) refraining from future dilutive equity issuances and outlining a clear use of proceeds for all newly raised capital; and (v) exploring alternatives to highlight the value of the Issuer's infrastructure assets, including but not limited to improving disclosure on the cost and fair market value of the Issuer's midstream infrastructure and / or exploring a possible joint venture, initial public offering or sale of the Issuer's midstream assets.

The Reporting Persons intend to discuss such matters identified above not only with Management and the Board, but also with other shareholders of the Issuer and third parties and may take other steps to bring about changes to increase shareholder value, including but not limited to changes involving board composition, as well as pursue other plans or proposals that relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Depending upon, among other things, the outcome of the discussions referenced above, current and anticipated future trading prices for the shares of Common Shares, the financial condition, results of operations and prospects of the Issuer and its businesses, other investment opportunities available to the Reporting Persons, conditions in the securities markets, general economic conditions and other factors that the Reporting Persons deem relevant, the Reporting Persons may from time to time acquire additional shares of Common Shares or other securities or sell shares of Common Shares or other securities in the open market, in privately negotiated transactions or otherwise, and may take such other actions with respect to their investment in the Issuer as they may deem appropriate, including, without limitation, changing their intention with respect to any of the matters enumerated in clauses (a) through (j) of Item 4 of Schedule 13D.

(b) Orange Capital has shared voting power and shared dispositive power over the shares held by Orange Fund, by virtue of Orange Capital's role as the investment advisor to Orange Fund, and accordingly Orange Capital may be deemed to be a beneficial owner of such shares. Mr. Lewis has shared voting power and shared dispositive power over the shares held by Orange Fund, by virtue of his role as Managing Member of Orange Capital, and accordingly Mr. Lewis may be deemed to be a beneficial owner of such shares.

(c) Appendix B hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Common Shares effected during the past 60 days by the Reporting Persons.

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Shares reported herein.

(e) Not applicable. 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto (the "Joint Filing Agreement"). A copy of the Joint Filing Agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Other than the Joint Filing Agreement, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.