UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 13057Q 107

1

Names of Reporting Person:
Occidental Petroleum Corporation

I.R.S. Identification Number of Above Person (Entities Only): 95-4035997

2

Check the Appropriate Box if a Member of a Group:

(a):

o

(b):

o

3

SEC Use Only:

4

Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power*:
0

6

Shared Voting Power:
0

7

Sole Dispositive Power*:
71,500,000

8

Shared Dispositive Power:
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
71,500,000

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares:  o

11

Percent of Class Represented by Amount in Row (9)**:
18.5%

12

Type of Reporting Person:
CO

CUSIP No. 13057Q 107

Item 1(a)

Name of Issuer:
California Resources Corporation

Item 1(b)

Address of Issuer’s Principal Executive Offices:
10889 Wilshire Blvd.

Los Angeles, CA 90024

Item 2(a)

Name of Person Filing:
Occidental Petroleum Corporation

Item 2(b)

Address of Principal Business Office, or if none, Residence:
5 Greenway Plaza, Suite 110

Houston, TX 77046

Item 2(c)

Citizenship:
The state of organization is Delaware.

Item 2(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share

Item 2(e)

CUSIP Number:
13057Q 107

Item 3.

If this statement is filed pursuant to Sections 240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with Section 240.13d-l(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Section 240.13d-l(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Section 240.13d-l(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with Section 240.13d-l(b)(1)(ii)(J);

(k)

o

Group, in accordance with Section 240.13d-l(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-l(b)(1)(ii)(J), please specify the type of institution:____________________________

CUSIP No. 13057Q 107

Item 4.

Ownership:

The information required by Items 4(a) through (c) is set forth in rows 5 through 11 of the cover page hereto and is incorporated herein by reference.

Prior to November 30, 2014, the Company was a wholly-owned subsidiary of the Reporting Person. On November 30, 2014, the Reporting Person completed the spin-off of the Company through a pro rata distribution to its shareholders of 309,889,779 shares of the Company’s common stock (the “Spin-Off”). The Reporting Person held 71,500,000 shares of the Company’s common stock immediately after the Spin-Off and as of December 31, 2014.

In connection with the Spin-Off, the Reporting Person and the Company entered into a Stockholder’s and Registration Rights Agreement, dated November 25, 2014, pursuant to which the Reporting Person granted to the Company an irrevocable proxy to vote all of the shares of Company common stock beneficially owned by the Reporting Person in proportion to the votes cast by the Company’s other stockholders. As a result, the Reporting Person does not exercise voting power over any shares of Company common stock.  The Reporting Person has the sole dispositive power over 71,500,000 shares of the Company’s common stock.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not Applicable.

CUSIP No. 13057Q 107

Dated: February 4, 2015

OCCIDENTAL PETROLEUM CORPORATION

/s/ Marcia E. Backus

Name:

Marcia E. Backus

Title:

Vice President, General Counsel and Corporate Secretary