Brookfield Oaktree Holdings, LLC — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Berry Petroleum Corp (BRY)
CIK: 0001705873
Period of Report: 2018-07-25

Reporting Person: Oaktree Capital I, L.P. (Director, 10% Owner)
Reporting Person: OCM HOLDINGS I, LLC (Director, 10% Owner)
Reporting Person: OAKTREE HOLDINGS, LLC (Director, 10% Owner)
Reporting Person: OAKTREE CAPITAL MANAGEMENT LP (Director, 10% Owner)
Reporting Person: Oaktree Holdings, Inc. (Director, 10% Owner)
Reporting Person: Oaktree Capital Group, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-25	Common Stock	C	5413772	—	Acquired	8088900	Direct
2018-07-30	Common Stock	D	410229	$13.16	Disposed	7678671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-25	Series A Convertible Preferred Stock	$	C	5155976	Acquired		Common Stock (5413772)	Direct

Footnotes

F1: This Form 4 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), (ii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware, (iii) Oaktree Value Opportunities Fund Holdings, L.P. ("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, [continued in FN 2]

F2: [continued from FN 1] (ix) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, (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.

F3: 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, $0.001 par value per share, of the Issuer (the "Common Stock") reported herein. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of the Common Stock reported herein beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.

F4: 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.

F5: Reflects the conversion (the "Conversion") in connection with the Issuer's initial public offering of all outstanding shares of Series A Preferred Stock of the Issuer into (i) shares of Common Stock on a 1-for-1.05 basis and (ii) the right to receive $1.75, minus the amount of any cash dividend paid by the Issuer on such share of Series A Preferred Stock in respect of any period commencing on or after April 1, 2018. The acquisition of the Common Stock and the disposition of the Series A Preferred Stock by the Reporting Persons pursuant to the Conversion are exempt from Section 16(b) pursuant to Section 16b-3 and Section 16b-6.

F6: Reflects the sale by the Reporting Persons to the Issuer of 410,229 shares of Common Stock in connection with the Issuer's initial public offering in a transaction exempt from Section 16(b) pursuant to Section 16b-3.

F7: Consists of 5,449,492 shares of Common Stock held by Fund X Delaware and 2,229,179 shares of Common Stock held by VOF Holdings.