Filing Details
- Accession Number:
- 0000905148-20-001291
- Form Type:
- 13D Filing
- Publication Date:
- 2020-12-18 17:32:40
- Filed By:
- Mangrove Partners Master Fund, Ltd.
- Company:
- Civitas Resources Inc. (NYSE:CIVI)
- Filing Date:
- 2020-12-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Mangrove Partners Master Fund, Ltd | 0 | 1,343,678 | 0 | 1,343,678 | 1,343,678 | 6.4% |
| Mangrove Partners | 0 | 1,343,678 | 0 | 1,343,678 | 1,343,678 | 6.4% |
| Nathaniel August | 0 | 1,343,678 | 0 | 1,343,678 | 1,343,678 | 6.4% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Bonanza Creek Energy, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
097793400
(CUSIP Number)
Ward Dietrich
645 Madison Avenue, 14th Floor, New York, New York 10022
Telephone: (646) 589-7005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 2020
(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 7 Pages)
______________________________
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
| CUSIP No. 097793400 | SCHEDULE 13D | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| The Mangrove Partners Master Fund, Ltd. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,343,678 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,343,678 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,343,678 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 6.4% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| CUSIP No. 097793400 | SCHEDULE 13D | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Mangrove Partners | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 | | | ||
| 1,343,678 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,343,678 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,343,678 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 6.4% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| CUSIP No. 097793400 | SCHEDULE 13D | Page 4 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Nathaniel August | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,343,678 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,343,678 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,343,678 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 6.4% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
| CUSIP No. 097793400 | SCHEDULE 13D | Page 5 of 7 Pages |
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.01 per share (the “Shares”),
of Bonanza Creek Energy, Inc., a company incorporated in Delaware (“the Issuer”), whose principal executive offices are located at 410 17th Street, Suite 1400, Denver, Colorado 80202. This Amendment No. 8 amends and supplements the Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 19, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed with the SEC on November 29, 2017, Amendment No. 2, filed with the SEC on May
17, 2018, Amendment No. 3, filed with the SEC on August 14, 2018, Amendment No. 4, filed with the SEC on August 20, 2018, Amendment No. 5, filed with the SEC on September 6, 2018, Amendment No. 6, filed with the SEC on November 21, 2019, and
Amendment No. 7, filed with the SEC on December 14, 2020 (collectively, the “Schedule 13D”).
Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this
Amendment No. 8 shall have the meanings given them in the Schedule 13D.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:
(a) The aggregate percentage of Shares reported owned by each
person named herein is based upon 20,834,427 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report filed on Form 10-Q with the SEC on November 6, 2020.
As of December 17, 2020, the Master Fund may be deemed to beneficially own 1,343,678 Shares
(approximately 6.4% of the total number of Shares outstanding). By virtue of their respective relationships with the Master Fund as discussed in further detail in Item 2 to Amendment No. 2, Mangrove Partners and Mr. August may be deemed to indirectly
beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be
deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(b) Each of the Master Fund, Mangrove Partners and Mr. August has
shared voting and dispositive power over the 1,343,678 Shares owned directly by the Master Fund.
(c) During the past sixty days, the following transactions were
effected by the Master Fund in the Shares. All of these transactions were effected in the open-market through a broker:
| CUSIP No. 097793400 | SCHEDULE 13D | Page 6 of 7 Pages |
| Trade Date | Reporting Person | Transaction | Quantity | Price per Share (in USD) |
| 12/14/2020 | Master Fund | Sell | (29,682) | $22.0179 (1) |
| 12/15/2020 | Master Fund | Sell | (155,724) | $22.0310 (2) |
| 12/16/2020 | Master Fund | Sell | (106,841) | $22.4034 |
| 12/17/2020 | Master Fund | Sell | (48,159) | $21.9049 |
| 12/18/2020 | Master Fund | Sell | (86,420) | $20.6813 (3) |
| (1) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 14, 2020 within a $1.00 range. The actual prices for these transactions range between $21.91 to $22.03. The
Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (2) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 15, 2020 within a $1.00 range. The actual prices for these transactions range between $21.85 to $22.05. The
Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
| (3) | This price reflects the weighted average sale price for open-market sales of Shares made by the Reporting Persons on December 18, 2020 within a $1.00 range. The actual prices for these transactions range between $20.63 to $21.02. The
Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. |
There were no other transactions in the Shares by the Reporting Persons in the past sixty days.
| CUSIP No. 097793400 | SCHEDULE 13D | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: December 18, 2020
| THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
| By: | MANGROVE PARTNERS,as Investment Manager | ||
| | By: | /s/ Nathaniel August | |
| Name: Nathaniel August | |||
| Title: Director | |||
| MANGROVE PARTNERS | |||
| By: | /s/ Nathaniel August | ||
| Name: Nathaniel August | |||
| Title: Director | |||
| | /s/ Nathaniel August | ||
| Nathaniel August | |||