13D Filing: Orange Capital Cuts Bellatrix Exploration Ltd. (BXE) Position, Daniel Lewis Resigns from Board

Published on February 12, 2016 at 5:25 am by Meena Krishnamsetty in Hedge Funds, News

Bellatrix Exploration Ltd (NYSE:BXE) is the subject of a new 13D filing issued by Daniel Lewis‘ Orange Capital, which reveals the most up-to-date ownership information of the investment firm in the stock. Orange Capital holds 30.83 million shares of the Canadian energy company, which represents a 1.90 million-share reduction from the firm’s position reported as of November 30. The activist filing also reveals that Mr. Lewis has resigned from Bellatrix’s Board of Directors, effective February 10. You can peruse the filing below and on the following pages.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Orange Capital,	30,827,712	30,827,712	30,827,712	16.1%
Orange Capital Master I, Ltd.	19,997,380	19,997,380	19,997,380	10.4%
OC Offshore Investments II, SPC Segregated Portfolio A	4,022,277	4,022,277	4,022,277	2.1%
OC Offshore Investments II, SPC Segregated Portfolio B	6,808,055	6,808,055	6,808,055	3.5%
Daniel Lewis	30,827,712	30,827,712	30,827,712	16.1%

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Page 1 of 9 SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

Bellatrix Exploration Ltd.
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

078314101
(CUSIP Number)


Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 9 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

Page 2 of 9 SEC Filing

1	NAME OF REPORTING PERSON Orange Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 30,827,712 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 30,827,712 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 30,827,712 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON OO; IA

Page 3 of 9 SEC Filing

1	NAME OF REPORTING PERSON Orange Capital Master I, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 19,997,380 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 19,997,380 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 19,997,380 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
14	TYPE OF REPORTING PERSON CO

Page 4 of 9 SEC Filing

1	NAME OF REPORTING PERSON OC Offshore Investments II, SPC – Segregated Portfolio A
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,022,277 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,022,277 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,022,277 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON OO

Page 5 of 9 SEC Filing

1	NAME OF REPORTING PERSON OC Offshore Investments II, SPC – Segregated Portfolio B
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,808,055 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,808,055 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,808,055 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
14	TYPE OF REPORTING PERSON OO

Page 6 of 9 SEC Filing

1	NAME OF REPORTING PERSON Daniel Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 30,827,712 Common Shares
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 30,827,712 Common Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 30,827,712 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON IN; HC

Page 7 of 9 SEC Filing

This Amendment No. 12 (“Amendment No. 12”) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August
19, 2014 (as amended, the “Schedule 13D”) with respect to the common shares, no par value (the “Common Shares”),
of Bellatrix Exploration Ltd., a Canadian limited company (the “Issuer”). Capitalized terms used herein and not otherwise
defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. This Amendment No. 12 amends Items 3, 4, 5 and
6 as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons used approximately $181,000,000 (CAD $200,000,000) (including brokerage commissions) in the aggregate to purchase the Common Shares reported in this Schedule 13D.

Item 4.	PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

Mr. Daniel Lewis resigned from the Board effective as of February 10, 2016.


Item 5.	INTEREST IN SECURITIES OF THE ISSUER.

The first sentence of paragraph (a) and paragraph (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The aggregate number and percentage of Common Shares to which this Schedule 13D relates is 30,827,712 Common Shares, constituting approximately 16.1% of the Issuer’s currently outstanding Common Shares. (c) Information concerning transactions in the Common Shares effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.

Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On January 6, 2016 the Reporting Persons acquired an additional $5,300,000 in aggregate principal amount of the Notes and on January 15, 2016, the Reporting Persons sold $5,000,000 in aggregate principal amount of the Notes, such that the Reporting Persons now beneficially own approximately 6.1% of the outstanding Notes. Other than the Notes or as previously reported in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

Page 8 of 9 SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.

Date: February 11, 2016

ORANGE CAPITAL, LLC

	By:		/s/ Daniel Lewis
			Name: Daniel Lewis
			Title: Managing Member

ORANGE CAPITAL MASTER I, LTD.

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

OC OFFSHORE INVESTMENTS II, SPC- SEGREGATED PORTFOLIO A

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

OC OFFSHORE INVESTMENTS II, SPC- SEGREGATED PORTFOLIO B

		By:		/s/ Russell Hoffman
				Name: Russell Hoffman
				Title: Director

/s/ Daniel Lewis
Daniel Lewis

Page 9 of 9 SEC Filing

Appendix B

TRANSACTIONS IN THE COMMON SHARES EFFECTED
BY THE REPORTING PERSONS

The following table sets forth all transactions with respect
to the shares effected during the last sixty days by any of the Reporting Persons. Except as otherwise noted, all such
transactions in the table were effected in the open market, and the table includes commissions paid in per share prices. All share
prices below are reported in Canadian dollars.

Orange Fund

Date of Transaction	Shares Purchased (Sold)	Average Price Per Share ($)	Range of Prices Per Share ($)
01/14/2016	(832,542)	1.355¹	1.33 – 1.39
01/15/2016	(749,288)	1.324¹	1.32 – 1.33

OC Offshore A

Date of Transaction	Shares Purchased (Sold)	Average Price Per Share ($)	Range of Prices Per Share ($)
01/14/2016	(167,458)	1.355¹	1.33 – 1.39
01/15/2016	(150,712)	1.324¹	1.32 – 1.33

____________________________________

¹This transaction was executed
in multiple trades in the open market. The price reported above reflects the weighted average sale price per Common Share purchased.
The range of sales prices for these transactions is set forth above. The Reporting Persons hereby undertake to provide upon request
to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which
the transaction was effected.

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