BATTALION OIL CORP — Director's Dealing 2016

Feb 11, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HALCON RESOURCES CORP (HK)
CIK: 0001282648
Period of Report: 2015-12-31

Reporting Person: CANADA PENSION PLAN INVESTMENT BOARD (10% Owner, Director by Deputization)
Reporting Person: CPP Investment Board PMI-2 Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	J	497503	$0.00	Acquired	1351437	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8775513	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (1299545)	40000	Direct

Footnotes

F1: On June 1, 2015, the Issuer paid a quarterly dividend on its 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Convertible Preferred Stock") to holders of record on May 13, 2015. The dividend was paid in shares of common stock having a fair market value (as determined under the certificate of designation governing the Convertible Preferred Stock) equal to the aggregate dividend amount. Canada Pension Plan Investment Board ("CPPIB") received 497,503 shares of common stock pursuant to this dividend payment.

F2: Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 5,405,749.

F3: Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 35,102,053.

F4: On December 17, 2012, 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.

F5: The Convertible Preferred Stock is convertible into common stock at any time at an initial rate of 162.4431 shares of common stock per share of Convertible Preferred Stock (which is equivalent to an initial conversion price of approximately $6.16 per share of Issuer common stock), subject to customary anti-dilution adjustments. The Convertible Preferred Stock has no expiration date.

F6: Effective January 4, 2016, the common stock of the Issuer split 1-for-5, resulting in the reduction in the reporting persons' ownership of common stock by 5,198,179.