CUSIP No. 097703400

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

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7

SOLE VOTING POWER

 

 

0

 

 

 

 

8

SHARED VOTING POWER

 

 

1,409,722

 

 

 

 

9

SOLE DISPOSITIVE POWER

 

 

0

 

 

 

 

10

SHARED DISPOSITIVE POWER

 

 

1,409,722

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

1,409,722

 

 

 

 

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)

 

 

6.9%

 

 

 

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

OO

 

 

 

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.001 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. 3 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, and Amendment No. 2, filed with the SEC on May 17, 2018 (collectively, the “Schedule 13D”).

 

Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.  Capitalized terms used but not defined in this Amendment No. 3 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 20,541,070 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 August 9, 2018.

 

As of August 13, 2018, the Master Fund may be deemed to beneficially own 1,409,722 Shares (approximately 6.9% 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, Mangrove Capital 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.

 

As described further in Item 6 of Amendment No. 2 and this Amendment No. 3, in addition to the Shares beneficially owned, as reported herein, the Reporting Persons have economic exposure to, but do not have voting or investment power over, or the right to acquire such power over, an additional 802,670 notional Shares referenced in the Swaps (as defined in Item 6).  Each Reporting Person disclaims beneficial ownership of the Shares referenced in the Swaps.

(b)

Each of the Master Fund, Mangrove Partners, Mangrove Capital and Mr. August has shared voting and dispositive power over the 1,409,722 Shares owned directly by the Master Fund.

(c)

The response to Item 6 of this Amendment No. 3 is incorporated by reference herein.

 

During the past 60 days, the following transactions were effected by the Reporting Persons in the Shares.  All of these transactions were effected in the open-market through a broker.

 

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 as follows:

On August 13, 2018, the Master Fund entered into a cash-settled total return swap with Morgan Stanley Capital Services LLC as the counterparty (the “Second Swap” and, together with the Swap, the “Swaps”) that provides the Master Fund with economic exposure to an aggregate of 2,670 notional Shares, representing approximately 0.013% of the outstanding Shares, at a price of $31.997 per Share. The Swaps do not provide the Master Fund with the power to vote or direct the voting of, or to dispose or direct the disposition of, the underlying Shares, nor the right to acquire such power. The Reporting Persons hereby expressly disclaim beneficial ownership of the Shares referenced in the Swaps.

THE MANGROVE PARTNERS MASTER FUND, LTD.

By:

MANGROVE PARTNERS,

as Investment Manager

 

By:

/s/ Nathaniel August

MANGROVE PARTNERS

 

By: