As filed with the Securities and Exchange Commission on August 9, 2019 Registration No. 333-228740 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Post-Effective Amendment No. 2 to Form S-1 on Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Berry Petroleum Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 81-5410470 (State or other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 16000 N. Dallas Parkway, Suite 500, Dallas, Texas 75248 (661) 616-3900 (Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) A. T. (Trem) Smith President, Chief Executive Officer and Board Chair 16000 N. Dallas Parkway, Suite 500, Dallas, Texas 75248 (661) 616-3900 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) Copies to: Douglas E. McWilliams Sarah K. Morgan Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002-6760 (713) 758-2222 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer ☒ Smaller reporting company o Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE On December 11, 2018, Berry Petroleum Corporation (“Berry Corp.”) filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-1 (Registration No. 333-228740). The Form S-1 was declared effective by the SEC on December 13, 2018 and registered for resale by the selling stockholders named in the prospectus included therein up to 61,420,234 shares of our common stock. Berry Corp. filed Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 on March 7, 2019, which was declared effective by the SEC on March 12, 2019, to (i) include the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, that was filed with the SEC on March 7, 2019 and (ii) update certain other information in the Form S-1. Berry Corp. is filing this Post-Effective Amendment No. 2 to convert the Form S-1 into a registration statement on Form S-3, and it contains an updated prospectus relating to the offering and sale of the shares of our common stock that were registered for resale on the Form S-1. All applicable registration and filing fees payable in connection with the registration of the shares of our common stock covered by the registration statement were paid by Berry Corp. at the time of the initial filing of the Form S-1. The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Subject to Completion, dated August 9, 2019 46,833,346 Shares Common Stock This prospectus relates to the offer and sale of up to 46,833,346 shares of our common stock by the selling stockholders identified in this prospectus, or their permitted transferees. Pursuant to this prospectus, the selling stockholders, or permitted transferees, may offer and sell the shares of common stock from time to time, as they may determine, through public or private transactions or through other means described in “Plan of Distribution” and at the prices and terms that will be determined by the then-prevailing market prices or at privately negotiated prices, directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. For additional information of the methods of sale, you should refer to the section entitled “Plan of Distribution” beginning on page 17. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. We will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders will bear all commissions, fees and discounts, if any, attributable to the sale of the shares. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, including the documents incorporated by reference, and any amendments or supplements carefully before you make your investment decision. Our common stock is listed on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “BRY.” The closing price of our common stock on August 8, 2019 was $8.50 per share. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, are eligible for reduced reporting requirements. Investing in our common stock involves risks. Please see “Risk Factors” beginning on page 2 of this prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is , 2019 TABLE OF CONTENTS ABOUT THIS PROSPECTUS i WHERE YOU CAN FIND MORE INFORMATION ii INFORMATION INCORPORATED BY REFERENCE iii PROSPECTUS SUMMARY 1 RISK FACTORS 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 USE OF PROCEEDS 5 PRO FORMA FINANCIAL DATA 6 UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS 7 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS 8 SELLING STOCKHOLDERS 10 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS 13 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 19 EXPERTS 19 Neither we nor the selling stockholders have authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement or any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” ABOUT THIS PROSPECTUS Additional information, including our financial statements and the notes thereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Please read “Where You Can Find More Information” below. You are urged to read this prospectus carefully, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and the documents incorporated by reference in their entirety before investing in our securities.