0001209191-20-011516.txt : 20200221 0001209191-20-011516.hdr.sgml : 20200221 20200221161607 ACCESSION NUMBER: 0001209191-20-011516 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Little Richard H CENTRAL INDEX KEY: 0001779908 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 20640205 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 1500 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BATTALION OIL CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6600 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6600 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: HALCON RESOURCES CORP DATE OF NAME CHANGE: 20120209 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-20 0 0001282648 BATTALION OIL CORP BATL 0001779908 Little Richard H 1000 LOUISIANA STREET, SUITE 6600 HOUSTON TX 77002 0 1 0 0 Chief Executive Officer Employee Stock Option (Right to Buy) 18.91 2020-02-20 4 A 0 70837 0.00 A 2027-02-20 Common Stock 70837 70837 D Employee Stock Option (Right to Buy) 28.23 2020-02-20 4 A 0 70837 0.00 A 2027-02-20 Common Stock 70837 70837 D Employee Stock Option (Right to Buy) 37.83 2020-02-20 4 A 0 70837 0.00 A 2027-02-20 Common Stock 70837 70837 D Restricted Stock Unit 2020-02-20 4 A 0 70837 0.00 A Common Stock 70837 70837 D Restricted Stock Unit 2020-02-20 4 A 0 70837 0.00 A Common Stock 70837 70837 D Restricted Stock Unit 2020-02-20 4 A 0 141674 0.00 A Common Stock 141674 141674 D On August 7, 2019, the Issuer and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On September 24, 2019, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On October 8, 2019 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished. All awards are issued in accordance with the Plan approved by the Bankruptcy Court and pursuant to the Battalion Oil Corporation 2020 Long-Term Incentive Plan ("the LTIP") approved and adopted by the Board of Directors. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. 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. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. 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. The Reporting Person received an award of stock options ("Options") granted on the first full day of trading of the New Shares following the Effective Date. 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. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. Each RSU represents a contingent right to receive one share of Issuer's common stock. The RSUs vest in four equal annual installments beginning February 20, 2021. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. 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. The Reporting Person received an award of restricted stock units ("RSUs") granted on the first full day of trading of the New Shares following the Effective Date. 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. Walter R. Mayer, Attorney-in-fact 2020-02-24 EX-24.4_896956 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned, Richard H. Little (the "Reporting Person"), hereby constitutes and appoints Walter Mayer as the Reporting Person's true and lawful attorney-in-fact to: (1) prepare, execute in the Reporting Person's name and on the Reporting Person's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the Reporting Person to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the Reporting Person in the Reporting Person's capacity as an officer or director of Battalion Oil Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; (3) do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The Reporting Person hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of Substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by the virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Reporting Person, are not assuming, nor is the Company assuming, any of the Reporting Person's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the Reporting Person is no longer required to file Forms 3, 4 and 5 with respect to the Reporting Person's holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the Reporting Person in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney to be executed as of this 16th day of January, 2020. /s/ RICHARD H. LITTLE