FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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1. Name and Address of Reporting Person * WEST FACE CAPITAL INC. 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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2 BLOOR STREET EAST, SUITE 810 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2011 (Street) TORONTO, A6 M4W 1A8 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) ___ Form Filed by One Reporting Person _X_ 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock, par value $0.001 (1) 12/20/2011   J(1) 13,578,275 (1) (2) A $ 0 (1) 21,166,134 (1) (2) I (2) See Footnote (2) Common Stock, par value $0.001 (1) 12/20/2011   J(1) 7,587,859 (1) (3) A $ 0 (1) 21,166,134 (1) (3) I (3) See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WEST FACE CAPITAL INC. 2 BLOOR STREET EAST SUITE 810 TORONTO, A6 M4W 1A8	Â	  X	Â	Â
Boland Gregory A. 2 BLOOR STREET EAST, SUITE 810 TORONTO, Z4 M4W 1A8	Â	  X	Â	Â

Signatures

WEST FACE CAPITAL INC., By: /s/ Alexander Singh, Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc.		02/14/2012
**Signature of Reporting Person		Date
GREGORY A. BOLAND, By: /s / Alexander Singh, Attorney-in-fact for Gregory A. Boland		02/14/2012
**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)	Reporting Persons previously reported holdings of Class A Common Stock of the Issuer. Pursuant to the Second Amended and Restated Certificate of Incorporation of the Issuer, in connection with the December 20, 2011 closing of the Issuer's initial public offering of common stock, each share of Class A Common Stock of the Issuer was automatically converted into one share of common stock, all of one class, having a par value of $0.001 (the "Shares").
(2)	These Shares are held directly by Project Black Bear LP ("Black Bear"), which is an entity managed by West Face Capital Inc. ("West Face"). The general partner of Black Bear, Project Black Bear GP LLC, a Delaware limited liability company, has delegated voting and investment power over the Shares held by Black Bear to West Face, pursuant to an advisory agreement. Gregory A. Boland ("Mr. Boland") is the President and Chief Executive Officer of West Face. Each of Mr. Boland and West Face disclaims beneficial ownership of any Shares held by Black Bear except to the extent of any pecuniary interest therein.
(3)	These Shares are held by Her Majesty the Queen in Right of the Province of Alberta ("Her Majesty"), in her own capacity and as trustee/nominee for certain Alberta pension clients, for which Alberta Investment Management Corporation, a Canadian corporation ("AIMCo"), serves as investment manager. West Face may exercise voting power over the Shares held by Her Majesty pursuant to an investment management agreement between West Face and AIMCo, on behalf of its clients. This investment management agreement may be terminated upon 90 days prior written notice or immediately in certain circumstances, at which time West Face would no longer be deemed to exercise control over these Shares. Mr. Boland is the President and Chief Executive Officer of West Face. Each of Mr. Boland and West Face disclaims beneficial ownership of any Shares held by Her Majesty, except to the extent of any pecuniary interest therein.

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