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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Behrens Christopher C.
(Last) (First) (Middle)
c/o Chase Capital Partners (FN 1)
380 Madison Avenue- 12th Floor
(Street)
New York New York 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Patina Oil & Gas Corporation ("POG")
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
December 1999
5. If Amendment, Date of Original (Month/Year)
1/10/00
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/x/ Director /x/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
7. Individual or Joint/Group Reporting (Check Applicable Line)
/x/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
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<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
4. Securities Acquired (A) Bene- 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) ficially Form:
action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of
Date Code ----------------------------- at End (D) or Indirect
(Month/ (Instr. 8) (A) of Month Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
- ----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 3/15/99 A 728 A 3.4379 85,481 I By CVCA,
LLC (FN 1)
Common Stock 6/15/99 A 396 A 6.3125 85,877 I By CVCA,
LLC (FN 1)
Common Stock 9/15/99 A 290 A 8.625 86,167 I By CVCA,
LLC (FN 1)
Common Stock 12/15/99 A 315 A 7.9375 86,482 I By CVCA,
LLC (FN 1)
</TABLE>
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<TABLE>
<CAPTION>
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
- ---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Convertible Preferred 2.6316 P 104,888 Immed.
Non-Qualified Stock Option 2.9375 2/18/99 A 5,000 Immed. 2/18/04
(FN 3)
Non-Qualified Stock Option 5.1250 5/29/99 A 5,000 Immed. 5/29/04
(FN 3)
<CAPTION>
9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
- --------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Convertible Preferred Common Stock 276,023 PIK (FN 2) 1,779,796 I
Non-Qualified Stock Option Common Stock 5,000 5,000 D (FN 3)
10,000 I (FN 3)
Non-Qualified Stock Option Common Stock 5,000 10,000 D (FN 3)
10,000 I (FN 3)
</TABLE>
Explanation of Responses:
(1) The amounts shown in Tables I and II represent the beneficial ownership of
the Issuer's equity securities by Chase Venture Capital Associates, LLC ("CVCA,
LLC"), a portion of which may be attributable to the reporting person because
the reporting person is a general partner of Chase Capital Partners ("CCP"),
which is the managing member of CVCA, LLC. The actual pro rata portion of such
beneficial ownership that may be deemed to be attributable to the reporting
person is not readily determinable because it is subject to several variables,
including CVCA, LLC's internal rate of return and vesting. The reporting person
disclaims beneficial ownership to the extent it exceeds his pecuniary interest.
Pursuant to an internal reorganization effective as of January 1, 2000, (i)
CVCA, LLC became the successor to Chase Venture Capital Associates, LP ("CVCA,
LP"), (ii) CCP-SBIC Manager, LLC, a newly organized wholly-owned subsidiary of
CCP, became the managing member of CVCA, LLC, and (iii) CCP-CMC Consolidating,
LLC ("Consolidating"), a newly-organized affiliate of CCP, became the
non-managing member of CVCA, LLC. CCP is the managing menber of Consolidating,
and pursuant to a master advisory agreement with CCP-SBIC Manager, LLC and
Consolidating, the manager, by delegation, of CVCA, LLC. Prior to the internal
reorganization, the sole shareholder of Consolidating was the limited partner of
CVCA, LP. The internal reorganization changed CVCA, LP's name and form of
organization but did not alter the proportionate interests of its ultimate
security holders.
(2) Dividends on Convertible Preferred Stock were payable in kind through
October 21, 1999.
(3) Stock option grant for non-employee directors issued pursuant to the 1996
Patina Non-Employee Stock Option Plan. Exercisable as follows: 30% on first
anniversary date of transaction, 30% on second anniversary date of transaction,
and 40% on third anniversary. Arnold Chavkin, a general partner of CCP and a
former director of the Issuer, and the reporting person are obligated to
exercise the options upon the request of CVCA and to transfer all shares
received upon such exercise to CVCA.
/s/ Christopher C. Behrens 2/23/2000
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**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).