FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL
OMB Number:3235-0287
Expires:02/28/2011
Estimated average burden
hours per response0.5

1. Name and Address of Reporting Person *
Oaktree Value Opportunities Fund Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
Berry Corp (bry) [BRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P., 333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2022
(Street)

LOS ANGELES, CA 90071
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing
(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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

10/13/2022 S 2,825,000D $8.57,797,000 (1) (2) D (3) (4) (5)  


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: 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



Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

Oaktree Value Opportunities Fund Holdings, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Value Opportunities Fund GP, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Value Opportunities Fund GP Ltd.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Opportunities Fund X Holdings (Delaware), L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Fund GP, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

OAKTREE FUND GP I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Oaktree Capital I, L.P.
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

OCM HOLDINGS I, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

OAKTREE HOLDINGS, LLC
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071

  X  

Explanation of Responses:

This Form 4 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.

Consists of 3,354,419 shares of Common Stock held by Oaktree Opportunities Fund X Holdings (Delaware), L.P. ("Fund X Delaware"), 3,070,299 shares of Common Stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. ("Fund Xb Delaware") and 1,372,282 shares of Common Stock held by Oaktree Value Opportunities Fund Holdings, L.P. ("VOF Holdings").

This Form 4 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)

(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 Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of Management, (xiii) Atlas OCM Holdings LLC ("Atlas"), in its capacity as the sole managing member of Management GP, (xiv) Oaktree Capital Group, LLC ("OCG") in its capacity as the managing member of Holdings (xv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the indirect owner of the class B units of each of OCG and Atlas, (xvi) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG and Atlas and (xvii) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

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.

Remarks:

This Form 4 is being filed in two parts due to the large number of reporting persons. The two filings relate to the same transactions described above. // Form 1 of 2



Signatures

/s/ See Signatures Included in Exhibit 99.1

10/17/2022
** Signature of Reporting PersonDate
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.

 

EXHIBIT 99.1

 

This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 4 filed herewith.

 

Name of Designated Filer: OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.

 

Date of Event Requiring Statement: October 13, 2022

 

Issuer Name and Ticker or Trading Symbol: Berry Corp (bry) [ BRY ]

 

 

  OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.  
       
  By: Oaktree Value Opportunities Fund GP, L.P.  
  Its: General Partner  
       
  By: Oaktree Value Opportunities Fund GP Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.  
       
  By: Oaktree Value Opportunities Fund GP Ltd.  
  Its: General Partner  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  OAKTREE VALUE OPPORTUNITIES FUND GP LTD.  
       
  By: Oaktree Capital Management, L.P.  
  Its: Director  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  

 

   

 

 

  OAKTREE OPPORTUNITIES FUND X HOLDINGS (DELAWARE), L.P.  
       
  By: Oaktree Fund GP, LLC  
  Its: General Partner  
       
  By: Oaktree Fund GP I, L.P.  
  Its:  Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  
     
  OAKTREE OPPORTUNITIES FUND Xb HOLDINGS (DELAWARE), L.P.  
       
  By: Oaktree Fund GP, LLC  
  Its: General Partner  
       
  By: Oaktree Fund GP I, L.P.  
  Its:  Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  
     
  OAKTREE FUND GP, LLC  
       
  By: Oaktree Fund GP I, L.P.  
  Its:  Managing Member  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  
     
  OAKTREE FUND GP I, L.P.  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Authorized Signatory  
       
  OAKTREE CAPITAL I, L.P.  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
     
  OCM HOLDINGS I, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President  
       
  OAKTREE HOLDINGS, LLC  
       
  By: /s/ Henry Orren  
  Name: Henry Orren  
  Title: Senior Vice President