Amended Statement of Ownership (sc 13g/a)
February 09 2018 - 2:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BELLATRIX EXPLORATION LTD.
(Name of Issuer)
Common shares
(Title of Class of
Securities)
078314507
(CUSIP Number)
December
31, 2017
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 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 the disclosures provided in a prior cover page.
The information required in 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.
078314507
|
13G/A
|
Page 2 of 6 Pages
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1
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Names of Reporting Persons
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|
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Polar Asset Management Partners Inc.
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2
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Check the appropriate box if a member of a Group (see
instructions)
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(a) [ ]
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(b) [ ]
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Canada
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5
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Sole Voting Power
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|
|
|
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5,704,740 (including 2,967,160 Shares issuable upon
conversion of the Convertible Debentures)
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Number of Shares
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6
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Shared Voting Power
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Beneficially
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Owned by Each
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0
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Reporting Person
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7
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Sole Dispositive Power
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With:
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5,704,740 (including 2,967,160 Shares issuable upon
conversion of the Convertible Debentures)
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8
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Shared Dispositive Power
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|
|
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
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5,704,740 (including 2,967,160 Shares issuable upon
conversion of the Convertible Debentures)
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10
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Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
|
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[ ]
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11
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Percent of class represented by amount in row (9)
10.90%
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12
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Type of Reporting Person (See Instructions)
IA
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CUSIP No.
078314507
|
13G/A
|
Page 3 of 6 Pages
|
Item 1.
(a)
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Name of Issuer:
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The name of the issuer is Bellatrix Exploration Ltd. (the
"
Company
").
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(b)
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Address of Issuer's Principal Executive
Offices:
|
|
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The Company's principal executive offices are located at
1920, 800 5
th
Avenue SW, Calgary, Alberta, Canada T2P
3T6.
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Item 2.
(a)
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Name of Person Filing:
|
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This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws on Ontario, Canada,
which serves as the investment manager to Polar Multi Strategy Master
Fund, a Cayman Islands exempted company ("
PMSMF
"), Polar
Opportunities Fund, a Cayman Islands exempted company (
POF
) and
certain managed accounts (together with PMSMF and POF, the
Polar
Vehicles
) with respect to the Shares (as defined below) directly held
by the Polar Vehicles.
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The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
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(b)
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Address of Principal Business Office or, if None,
Residence:
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The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
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(c)
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Citizenship:
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The citizenship of the Reporting Person is
Canada.
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(d)
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Title and Class of Securities:
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Common shares (the Shares)
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(e)
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CUSIP No.:
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078314507
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Item 3.
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If this statement is filed
pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of
the Act;
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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[ ]
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Insurance company as defined in Section
3(a)(19) of the Act;
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CUSIP No.
078314507
|
13G/A
|
Page 4 of 6 Pages
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(d)
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[ ]
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Investment company registered under Section 8 of the
Investment Company Act of 1940;
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(e)
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[ ]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940;
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(j)
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[X]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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The Reporting Person is an investment fund manager,
portfolio manager and exempt market dealer registered with the Ontario
Securities Commission.
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Item 4.
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Ownership
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The percentages used herein are calculated based upon
49,378,026 Shares reported to be outstanding as of September 30, 2017 in
the Companys Report of Foreign Private Issuer on Form 6-K filed with the
Securities and Exchange Commission on November 9, 2017.
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The information required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for the Reporting Person and is
incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of more than Five Percent on Behalf of
Another Person.
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See Item 2. The Polar Vehicles have the right to receive
or the power to direct the receipt of dividends or the proceeds from the
sale of more than 5% of the Shares.
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Item 7.
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Identification and classification of the subsidiary
which acquired the security being reported on
by the parent holding
company or control person.
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Not applicable.
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Item 8.
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Identification and classification of members of the
group.
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Not applicable.
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CUSIP No.
078314507
|
13G/A
|
Page 5 of 6 Pages
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Item 9.
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Notice of Dissolution of
Group.
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Not applicable.
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Item 10.
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Certifications.
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By signing below the Reporting Person certifies that, to
the best of its knowledge and belief, (i) the securities referred to above
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect and (ii) the foreign
regulatory schemes applicable to investment fund managers and
broker-dealers are substantially comparable to the regulatory schemes
applicable to the functionally equivalent U.S. institutions. The Reporting
Person also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 9, 2018
POLAR ASSET MANAGEMENT PARTNERS INC.
/s/ Jennifer
Schwartz
Name: Jennifer Schwartz
Title: VP, Legal and Compliance