Brookfield Oaktree Holdings, LLC — Director's Dealing 2019

Jun 25, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Berry Petroleum Corp (BRY)
CIK: 0001705873
Period of Report: 2019-06-12

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12891717	Direct

Footnotes

F1: This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $0.001 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock.

F2: Consists of 5,540,247 shares of Common Stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), 5,085,000 shares of Common Stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. ("Fund Xb Delaware") and 2,266,470 shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings").

F3: This Form 3 is being filed jointly by (each "Reporting Person" and, collectively, the "Reporting Persons") (i) Fund X Delaware, (ii) Fund Xb Delaware, (iii) Oaktree Fund GP, LLC ("Fund GP") in its capacity as the general partner of Fund X Delaware and Fund Xb Delaware, (iv) VOF Holdings, (v) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP") in its capacity as the general partner of VOF Holdings, (vi) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd.") in its capacity as the general partner of VOF GP, (vii) 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., (viii) Oaktree Capital I, L.P. ("Capital I") in its capacity as the general partner of GP I, (ix) OCM Holdings I, LLC ("Holdings I") in its capacity as the general partner of Capital I, (x) Oaktree Holdings, LLC ("Holdings") in its capacity as the managing member of Holdings I, [cont'd in FN 4]

F4: [cont'd from FN 3] (xi) Oaktree Capital Management, L.P. ("Management") in its capacity as the sole director of VOF GP Ltd, (xii) Oaktree Holdings, Inc. ("Holdings, Inc.") in its capacity as the general partner of Management, (xiii) 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.

F5: 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 and Series A Preferred Stock reported herein. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of the securities reported herein beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.