Luminus fund (BATL) converts 1.8M shares, then sells Battalion Oil stock
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Battalion Oil Corp’s major holder Luminus Energy Partners Master Fund, Ltd., advised by Luminus Management LLC and associated with Jonathan Barrett, reported a series of conversions and open‑market sales in the company’s common stock and related instruments.
On March 30, 2026, the Master Fund converted 7,803 Series A‑2 Redeemable Convertible Preferred Shares into 1,800,000 common shares at a conversion price of $6.21, then sold 681,105 common shares at a weighted average price of about $5.59. It also sold cash‑settled total return swaps providing exposure to an aggregate of 144,621 notional common shares, relinquishing all rights under those swap agreements. On March 31, 2026, the Master Fund sold an additional 1,209,377 common shares in two series of transactions at weighted average prices around $3.85 and $4.33. After one of the large sales, an indirect position of 1,415,885 common shares remained. The Master Fund continues to hold certain “Segregated Shares” for the benefit of non‑responding certificate holders and has no economic interest in those particular shares. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 2,035,103 shares ($10,618,015)
Net Sell
7 txns
Insider
LUMINUS MANAGEMENT LLC, Luminus Energy Partners Master Fund, Ltd., Barrett Jonathan Dan
Role
null | null | null
Sold
2,035,103 shs ($10.62M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 872,586 | $3.85 | $3.36M |
| Sale | Common Stock | 336,791 | $4.33 | $1.46M |
| Conversion | Series A-2 Redeemable Convertible Preferred Stock | 7,803 | $0.00 | -- |
| Sale | Cash-Settled Total Return Swaps | 131,291 | $13.78 | $1.81M |
| Sale | Cash-Settled Total Return Swaps | 13,330 | $13.78 | $184K |
| Sale | Common Stock | 681,105 | $5.59 | $3.81M |
| Conversion | Common Stock | 1,800,000 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 2,343,299 shares (Indirect, See Footnote);
Series A-2 Redeemable Convertible Preferred Stock — 9,408 shares (Indirect, See Footnote);
Cash-Settled Total Return Swaps — 0 shares (Indirect, See Footnote)
Footnotes (1)
- On March 30, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), sold 681,105 shares of common stock of the Issuer. This transaction was executed in multiple trades at prices ranging from $5.52 to $5.74. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. As previously disclosed, the Manager planned to distribute 5,200,000 shares of common stock. As Certificate Holders entitled to receive 1,145,542 shares of common stock (the "Segregated Shares") in the aggregate did not either (i) respond or provide the requisite information to the Fund's administrator and the Manager to receive the Segregated Shares, (ii) were unable to accept delivery of the Segregated Shares or (iii) chose not to participate in the distribution (such Certificate Holders being referred to as the "Non Returners"), the Master Fund continues to hold the Segregated Shares and retains both voting and disposition power over the Segregated Shares. The Master Fund, however, has no economic interest in the Segregated Shares as the Master Fund is holding the Segregated Shares for the benefit of the Non Returners. The Master Fund can, in its discretion, sell the Segregated Shares on behalf of the Non Returners and/or make one or more distribution in kind of the Segregated Shares to the Non Returners who provide their requisite information. Shares reported herein are held by the Master Fund for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. On March 30, 2026, pursuant to the Series A-2 Certificate of Designations for the Series A-2 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A-2 Preferred Shares"), Master Fund converted 7,803 shares of its Series A-2 Preferred Shares in exchange for 1,800,000 shares of common stock of the Issuer at the conversion price of $6.21 per share. On March 31, 2026, Master Fund sold Shares of common stock of the Issuer in two series of transactions for a total of 1,209,377 of common stock of the Issuer. This transaction was executed in multiple trades at prices ranging from $3.62 to $3.92. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. This transaction was executed in multiple trades at prices ranging from $4.02 to $4.84. The price reported above reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price. Subject to the terms and conditions of the Series A-2 Certificate of Designations, commencing on April 13, 2024, all or any portion of the Series A-2 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-2 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-2 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-2 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Purchase Agreement dated as of December 15, 2023 (the "Series A-2 Purchase Agreement")) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-2 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-2 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-2 Certificate of Designations. In the event of a change of control transaction, the Series A-2 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-2 Certificate of Designations. Pursuant to the Series A-2 Purchase Agreement, on December 15, 2023 (the "Issuance Date"), Master Fund acquired from the Issuer 17,211 shares of Series A-2 Preferred Shares convertible into shares of Common Stock for an aggregate purchase price of approximately $16.8 million. As previously disclosed, Master Fund has previously entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions as the respective counterparties, which provided economic exposure to an aggregate of 144,621 notional shares of Common Stock, (the "Swap Agreements"). On March 30, 2026, Master Fund sold the Swap Agreements to third parties thus relinquishing all rights it had pursuant to such agreements. The Swap Agreements provided the Master Fund with economic results that were comparable to the economic results of ownership but did not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that were the subject of the Swap Agreements.
Key Figures
Common from conversion: 1,800,000 shares
Preferred shares converted: 7,803 shares
March 30 common shares sold: 681,105 shares at $5.59
+5 more
8 metrics
Common from conversion
1,800,000 shares
Converted from Series A-2 preferred on March 30, 2026 at $6.21
Preferred shares converted
7,803 shares
Series A-2 Redeemable Convertible Preferred Stock converted on March 30, 2026
March 30 common shares sold
681,105 shares at $5.59
Open-market sale by Master Fund on March 30, 2026 (weighted average price)
March 31 common shares sold
1,209,377 shares
Two series of sales on March 31, 2026 with weighted average prices around $3.85 and $4.33
Common shares after one sale
1,415,885 shares
Indirect common stock holdings following the 681,105-share sale on March 30, 2026
Notional swap exposure
144,621 shares
Aggregate notional common shares referenced by cash-settled total return swaps sold on March 30, 2026
Planned distribution
5,200,000 shares
Previously disclosed planned distribution of common shares by the Manager
Series A-2 purchase price
$16.8 million
Aggregate price for 17,211 Series A-2 Preferred Shares acquired on December 15, 2023
Key Terms
Series A-2 Redeemable Convertible Preferred Stock, cash-settled total return swap agreements, Conversion Ratio, PDP PV-20 value, +1 more
5 terms
Series A-2 Redeemable Convertible Preferred Stock financial
"pursuant to the Series A-2 Certificate of Designations for the Series A-2 Redeemable Convertible Preferred Stock of the Issuer"
cash-settled total return swap agreements financial
"Master Fund has previously entered into certain cash-settled total return swap agreements with several unaffiliated third party financial institutions"
Conversion Ratio financial
"The "Conversion Ratio", for each Series A-2 Preferred Share is the quotient of the then-applicable liquidation preference and the then-applicable conversion price"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
PDP PV-20 value financial
"the PDP PV-20 value divided by the number of outstanding shares of Common Stock is equal to or exceeds 130% of the Conversion Price"
Material Adverse Effect financial
"until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect has occurred since the date of the most financial statements"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
FAQ
What insider transactions did Luminus entities report for BATL?
Luminus’s Master Fund reported converting preferred stock into 1,800,000 Battalion Oil common shares, then selling 1,890,482 common shares and terminating swaps on 144,621 notional shares. These moves shift its exposure from derivatives and preferred into common shares plus sizable sales.
What preferred stock conversion did the BATL insider report?
The Master Fund converted 7,803 shares of Series A‑2 Redeemable Convertible Preferred Stock into 1,800,000 common shares at a conversion price of $6.21 per share. This conversion follows a December 15, 2023 purchase of 17,211 Series A‑2 preferred shares for about $16.8 million.
What happened to the Battalion Oil cash-settled total return swaps?
The Master Fund disposed of cash-settled total return swap agreements referencing 144,621 notional Battalion Oil common shares. By selling these swap agreements to third parties, it relinquished all rights under them, ending a derivative position that previously provided economic exposure without voting power.