BATTALION OIL CORP — Director's Dealing 2016

Sep 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALCON RESOURCES CORP (HK)
CIK: 0001282648
Period of Report: 2016-09-09

Reporting Person: CANADA PENSION PLAN INVESTMENT BOARD (See Remarks)
Reporting Person: CPP Investment Board PMI-2 Inc. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-09	Common Stock	J	1351437	$0.00	Disposed	0	Direct
2016-09-09	Common Stock	J	8775513	$0.00	Disposed	0	Indirect
2016-09-12	Common Stock	J	39800	$0.00	Acquired	39800	Direct
2016-09-12	Common Stock	J	258448	$0.00	Acquired	258448	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	Series A Convertible Preferred Stock	$	J	40000	Disposed		Common Stock (1299545)	Direct

Footnotes

F1: On July 27, 2016, the Issuer and certain of its subsidiaries (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 District of Delaware (the "Bankruptcy Court"). On September 8, 2016, the Bankruptcy Court entered an order confirming the Debtors' Amended Joint Prepackaged Chapter 11 Plan Under Chapter 11 of the Bankruptcy Code, dated as of September 2, 2016 (the "Plan") and on September 9, 2016 (the "Effective Date"), the Plan became effective pursuant to 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.

F2: On December 17, 2012, Canada Pension Plan Investment Board ("CPPIB") filed a joint Form 3 regarding these shares with CPP Investment Board PMI-2 Inc. ("CPPIB PMI-2"). CPPIB PMI-2 directly owns these shares of common stock of the Issuer. CPPIB PMI-2 is a wholly owned subsidiary of CPPIB, thus CPPIB is an indirect beneficial owner of the securities.

F3: New shares of the Issuer's common stock, par value $0.0001 per share (the "New Shares"), were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 1 New Share for every 34 shares of Old Common Stock held by the Reporting Person on the Effective Date of the Plan. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.

F4: In accordance with the Plan approved by the Bankruptcy Court, the Issuer's 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Preferred Stock") was cancelled on the Effective Date and holders of the Preferred Stock received their pro rata share of the Preferred Stock Cash Distribution (as defined in the Plan). Such exchange was involuntary, without consideration and in accordance with the terms of the Plan.