Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Graham Patrick A
  2. Issuer Name and Ticker or Trading Symbol
Bonanza Creek Energy, Inc. [BCEI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP -Corp Development
(Last)
(First)
(Middle)
410 17TH STREET, SUITE 1500
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2011
(Street)

DENVER, CO 80202
4. If Amendment, Date Original Filed(Month/Day/Year)
12/15/2011
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/20/2011   A   28,062 (1) A $ 0 94,736 (2) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Graham Patrick A
410 17TH STREET
SUITE 1500
DENVER, CO 80202
      Executive VP -Corp Development  

Signatures

 Chris Humber as Attorney-in-Fact   01/18/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This amendment is filed to correct the Form 4 filed on December 19, 2011 that erroneously reported the grant of 40,717 shares of Class A common stock of the company to Mr. Graham. Although Mr. Graham was granted a total of 40,717 of such shares on December 15, 2011, 12,655 of such shares were withheld to pay income taxes incurred by the grant, resulting in a net grant of 28,062 shares. Pursuant to the second amended and restated certificate of incorporation of the company, immediately prior to the December 20, 2011 closing of the company's initial public offering of common stock (the "Closing"), all of the shares of Class A common stock of the company were reclassified as common stock all of one class.
(2) Includes (i) 29,062 shares of common stock and (ii) 65,674 shares of common stock issued as restricted stock subject to a three-year vesting schedule with 1/3 of the shares vesting on each anniversary of the Closing.

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