LUMINUS MANAGEMENT LLC 4
4 · BATTALION OIL CORP · Filed Mar 27, 2026
Research Summary
AI-generated summary of this filing
Battalion Oil (BATL) 10% Holder Luminus Management Distributes 4.05M
What Happened Luminus Management LLC, acting as investment manager for Luminus Energy Partners Master Fund (a reported 10% holder), reported a disposition on March 24, 2026 of 4,054,458 shares of Battalion Oil Corp (BATL) at $0.00 per share. The Form 4 indicates this was part of a distribution in kind from the Master Fund to feeder funds and affiliates, not an open-market sale — the reported $0 value reflects an in-kind transfer rather than cash proceeds.
Key Details
- Transaction date: 2026-03-24; Form 4 filed: 2026-03-27. The filing shows the transaction as code "J" (other acquisition or disposition).
- Shares transacted: 4,054,458 shares; price reported: $0.00 (in-kind distribution).
- Filing does not specify resulting shares owned by Luminus Management/Master Fund after this transaction.
- Footnote highlights: the Master Fund effected a distribution in kind to feeder funds and affiliates (reported allocations include LEP Onshore: 2,117,138; LEP Offshore via LILP: 2,641,190; LCP Onshore: 391,694; LCP Offshore: 91,930).
- Segregated shares: 1,145,542 shares that certain certificate holders did not accept remain held by the Master Fund; the Fund retains voting/disposition power but states it has no economic interest in those shares and may later sell them on behalf of the holders or distribute them if holders provide information.
- Reporting parties: Luminus Management LLC is the investment manager; Jonathan Barrett is named as the ultimate beneficial owner. They disclaim beneficial ownership except to the extent of pecuniary interest.
Context This filing reflects an institutional reorganization/distribution (fund-level in-kind distribution) rather than insider selling for cash. For retail investors, such transactions are generally administrative and do not necessarily signal management sentiment about the company's prospects. The Master Fund’s retention of voting/disposition power over certain "segregated" shares could lead to future market transactions if those shares are sold on behalf of non-responsive holders.
Insider Transaction Report
Form 4
LUMINUS MANAGEMENT LLC
Director10% Owner
Transactions
- Other
Common Stock
[F1][F2][F3][F4][F5]2026-03-24−4,054,458→ 2,096,990 total(indirect: See Footnote)
Footnotes (5)
- [F1]On March 24, 2026, Luminus Energy Partners Master Fund, Ltd. (the "Master Fund"), effected a distribution in kind of 5,200,00 shares (the "Shares") of common stock of the Issuer in the aggregate to: (i) its two feeder funds, Luminus Energy Partners QP, LP, a Delaware limited partnership ("LEP Onshore"), which received 2,117,138 Shares, and Luminus Energy Partners, Ltd, a Cayman Islands entity ("LEP Offshore") (through Luminus Itineris, LP, a Cayman entity ("LILP"), an intermediary entity which received 2,641,190 Shares); and (ii) two affiliates that have economic interests in the Master Fund, namely Luminus Capital Partners Onshore, L.P., a Delaware limited partnership ("LCP Onshore"), which received 391,694 Shares, and Luminus Capital Partners Offshore, Ltd., a Cayman entity ("LCP Offshore"), which received 91,930 Shares.
- [F2]Each of LEP Onshore, LEP Offshore, LCP Onshore and LCP Offshore (collectively, the "Funds") had issued illiquid certificates to their respective investors on April 1, 2020 (collectively, the "Illiquid Certificates"). The Funds concurrently distributed the Shares to the holders of the Illiquid Certificates (collectively, the Certificate Holders"). For ease of mechanics, calculations were made on a look-through basis with the Master Fund distributing the Shares directly to the Certificate Holders and to LILP. The distribution in kind was made pursuant the terms of the Illiquid Certificates and the constituent documents of the respective Funds.
- [F3]In connection with the above referenced distribution in kind, 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.
- [F4]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.
- [F5]Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("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.
Signature
Luminus Management, LLC By: /s/ Jonathan Barrett Name: Jonathan Barrett Title: President|2026-03-27