| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BATTALION OIL CORP [ BATL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/07/2026 | C | 253,815(1) | A | $0 | 253,815 | D | |||
| Common Stock | 08/07/2026 | C | 1,607,845(1) | A | $0 | 1,861,660 | D | |||
| Common Stock | 08/07/2026 | C | 799,216(1) | A | $0 | 2,660,876 | D | |||
| Common Stock | 08/07/2026 | C | 833,383(1) | A | $0 | 3,494,259 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock | (2)(3) | 08/07/2026 | S | 5,138(1) | 03/28/2023 | (4) | Common Stock | (5) | (2)(3) | 0 | D | ||||
| Series A-1 Redeemable Convertible Preferred Stock | (2)(3) | 08/07/2026 | S | 6,578.11(1) | 09/06/2023 | (4) | Common Stock | 1,609,147 | (2)(3) | 1,231.89 | D | ||||
| Series A-1 Redeemable Convertible Preferred Stock | (2)(3)(5) | 08/07/2026 | C | 1,231.89(1) | 09/06/2023 | (4) | Common Stock | 253,815 | $0 | 0 | D | ||||
| Series A-2 Redeemable Convertible Preferred Stock | (2)(3)(6) | 08/07/2026 | C | 6,630(1) | 04/24/2024 | (4) | Common Stock | 1,607,845 | $0 | 0 | D | ||||
| Series A-3 Redeemable Convertible Preferred Stock | (2)(3)(7) | 08/07/2026 | C | 3,789(1) | 07/25/2024 | (4) | Common Stock | 799,216 | $0 | 0 | D | ||||
| Series A-4 Redeemable Convertible Preferred Stock | (2)(3)(8) | 08/07/2026 | C | 3,789(1) | 09/10/2024 | (4) | Common Stock | 833,383 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is jointly filed by Gen IV Investment Opportunities, LLC ("Gen IV"), a Delaware limited liability company, LSP Generation IV, LLC ("LSP Gen IV"), a Delaware limited liability company, LSP Investment Advisors, LLC ("LSP Advisors"), a Delaware limited liability company, and Paul Segal, President of Gen IV. LSP Gen IV, as the managing member of Gen IV, has the power to direct the affairs of Gen IV, including voting and disposing of the shares. LSP Advisors, as the investment manager of Gen IV, also has the power to direct the voting and disposition of the shares held by Gen IV. Mr. Segal as President of Gen IV, also has the power to direct the voting and disposition of the shares Held by Gen IV. For Section 16 purposes, LSP Gen IV, LSP Advisors, and Mr. Segal, disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein. |
| 2. On August 7, 2026, Gen IV and the Company entered into the Preferred Stock Repurchase and Conversion Agreement to effect (i) the Company's repurchase of 5,138 shares of Series A Redeemable Convertible Preferred Stock and 6,578.11 shares of Series A-1 Redeemable Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Shares") from Gen IV for an aggregate purchase price of $19,000,000; and (ii) the conversion of 1,231.89 shares of Series A-1 Preferred Shares, 6,630 shares of Series A-2 Redeemable Convertible Preferred Stock, par value $0.0001 per share ("Series A-2 Preferred Shares"), 3,789 shares of Series A-3 Redeemable Convertible Preferred Stock, par value $0.0001 per share ("Series A-3 Preferred Shares"), and 3,789 shares of Series A-4 Redeemable Convertible Preferred Stock, par value $0.0001 per share ("Series A-4 Preferred Shares") into an aggregate of 3,494,259 shares of common stock, par value $0.0001 per share ("Common Stock") of the Company. |
| 3. No additional consideration was paid in connection with such conversion. |
| 4. None of the Series A Preferred Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares or Series A-4 Preferred Shares has an expiration date. |
| 5. The shares of Series A-1 Preferred Shares were convertible at any time into shares of Common Stock, subject to the terms and conditions of the Certificate of Designations for the Series A-1 Preferred Shares (the "Series A-1 Certificate of Designation"). The Conversion Ratio for each Series A-1 Preferred Share was calculated as the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-1 Certificate of Designations) and (ii) the conversion price of $7.63. |
| 6. The shares of Series A-2 Preferred Shares were convertible at any time after April 13, 2024 into shares of Common Stock, subject to the terms and conditions of the Certificate of Designations for the Series A-2 Preferred Shares (the "Series A-2 Certificate of Designations"). The Conversion Ratio for each Series A-2 Preferred Share was calculated as the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) and (ii) the conversion price of $6.21. |
| 7. The shares of Series A-3 Preferred Shares were convertible at any time after July 24, 2025 into shares of Common Stock, subject to the terms and conditions of the Certificate of Designations for the Series A-3 Preferred Shares (the "Series A-3 Certificate of Designations"). The Conversion Ratio for each Series A-3 Preferred Share was calculated as the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) and (ii) the conversion price of $6.83. |
| 8. The shares of Series A-4 Preferred Shares were convertible at any time after September 10, 2024 into shares of Common Stock, subject to the terms and conditions of the Certificate of Designations for the Series A-4 Preferred Shares (the "Series A-4 Certificate of Designations"). The Conversion Ratio for each Series A-4 Preferred Share was calculated as the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) and (ii) the conversion price of $6.42. |
| Gen IV Investment Opportunities, LLC By: /s/ Jeff Wade Name: Jeff Wade Title: Chief Compliance Officer | 08/07/2026 | |
| LSP Generation IV, LLC By: /s/ Jeff Wade Name: Jeff Wade Title: Chief Compliance Officer | 08/07/2026 | |
| LSP Investment Advisors, LLC By: /s/ Jeff Wade Name: Jeff Wade Title: Chief Compliance Officer and Associate General Counsel | 08/07/2026 | |
| By: /s/ Paul Segal Name: Paul Segal Title: President Gen IV Investment Opportunities, LLC | 08/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||