Form 4: Luminus Management Reports Battalion Oil Stock Transactions
Statement of Changes in Beneficial Ownership
Luminus Management LLC, a significant holder, has reported several transactions involving Battalion Oil Corp. common stock, primarily related to distributions and holdings for non-responsive certificate holders.
Summary
- Luminus Management LLC, acting as the investment manager for Luminus Energy Partners Master Fund, Ltd., has reported changes in beneficial ownership of Battalion Oil Corp. common stock.
- These transactions are primarily related to a distribution in kind of 5,200,000 shares initiated on March 24, 2026, to feeder funds and affiliates.
- A portion of these shares, referred to as 'Segregated Shares', were not distributed to certain certificate holders who either did not respond, were unable to accept delivery, or chose not to participate.
- The Master Fund continues to hold these Segregated Shares, retaining voting and disposition power, but without economic interest, for the benefit of these 'Non Returners'.
- Subsequent distributions of Segregated Shares to Non Returners who provided necessary information occurred on April 9, 10, 13, 17, and May 21, 2026.
- As of the filing date, 208,489 Segregated Shares remain held by the Master Fund.
- Jonathan Barrett is identified as the ultimate beneficial owner of Luminus Management, LLC.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, primarily detailing administrative distributions and holdings rather than significant new strategic or financial developments.
Positives
- The company is actively managing and distributing assets to its investors, as evidenced by the distribution in kind.
- The process for distributing shares to eligible certificate holders is ongoing, with several tranches distributed.
- The reporting entity is transparent about its holdings and the reasons for holding certain shares on behalf of others.
Negatives
- A significant number of certificate holders (Non Returners) have not responded or are unable to receive their distributed shares, leading to ongoing administrative complexity.
- The Master Fund is holding shares for which it has no economic interest, creating a potential administrative burden and requiring ongoing management.
Risks
- The continued holding of 'Segregated Shares' by the Master Fund for 'Non Returners' poses an administrative risk and potential for future disputes if not resolved.
- The ultimate disposition of the remaining 208,489 Segregated Shares depends on the response and actions of the 'Non Returners', creating uncertainty.
- Potential for future legal or regulatory scrutiny regarding the handling of undistributed shares and the definition of 'beneficial ownership'.
Future Outlook
The Master Fund continues to hold 208,489 Segregated Shares and may, at its discretion, sell these shares on behalf of the Non Returners or make further distributions in kind to those who provide the requisite information.
Management Comments
- Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Industry Context
StockSavvy.ai notes that Form 4 filings are standard for reporting changes in beneficial ownership by insiders and significant shareholders, providing transparency into stock transactions within publicly traded companies like Battalion Oil Corp.
Related Party Transactions
- Distribution in kind of 5,200,000 shares of common stock from Luminus Energy Partners Master Fund, Ltd. to its feeder funds (Luminus Energy Partners QP, LP and LEP Offshore) and affiliates (LCP Onshore and LCP Offshore).
Stakeholder Impact
- Shareholders of Battalion Oil Corp. may see changes in the concentration of ownership as distributions are completed.
- Investors in Luminus Energy Partners Master Fund, Ltd. and its feeder funds are directly impacted by the distribution in kind.
- Certificate holders who are 'Non Returners' are directly impacted by the ongoing holding and potential future distribution of their shares.
Next Steps
- The Master Fund may sell the remaining Segregated Shares on behalf of Non Returners.
- The Master Fund may make further distributions in kind of the Segregated Shares to Non Returners who provide their requisite information.
Key Dates
| Date | Description |
|---|---|
| 04/01/2020 | Issuance of illiquid certificates to investors by the Funds. |
| 03/24/2026 | Luminus Energy Partners Master Fund, Ltd. effected a distribution in kind of 5,200,000 shares of common stock. |
| 04/09/2026 | Master Fund distributed 14,003 shares of common stock to certain Non Returners. |
| 04/10/2026 | Master Fund distributed 148,286 shares of common stock to certain Non Returners. |
| 04/13/2026 | Master Fund distributed 2,372 shares of common stock to certain Non Returners. |
| 04/17/2026 | Master Fund distributed 8,551 shares of common stock to certain Non Returners. |
| 05/21/2026 | Master Fund distributed 384,282 shares of common stock to certain Non Returners. |
| 05/26/2026 | Date of filing and signatures for Luminus Management LLC and Luminus Energy Partners Master Fund, Ltd. |
Keywords
Form 4, SEC Filing, Beneficial Ownership, Luminus Management LLC, Battalion Oil Corp, BATL, Stock Distribution, Insider Trading, Securities, Master Fund, Jonathan Barrett
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