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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Ramaco Resources, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
75134P303 (CUSIP Number) |
Bryan H. Lawrence Yorktown Partners LLC, 410 Park Avenue 20th Floor New York, NY, 10022 (212) 515-2112 Jesse E. Betts Akin Gump Strauss Hauer & Feld LLP, 2300 North Field Street, Suite 1800 Dallas, TX, 75201-4675 (214) 969-2779 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 75134P303 |
| 1 |
Name of reporting person
Yorktown Energy Partners XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,432,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The percent of class represented by amount in Row (11) is based on 44,403,347 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of Ramaco Resources, Inc. (the "Company") issued and outstanding as of February 28, 2025, as set forth in Ramaco Resources, Inc.'s (the "Issuer") annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the "SEC") on March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 75134P303 |
| 1 |
Name of reporting person
YORKTOWN XI COMPANY LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,432,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) These securities are directly held by Yorktown Energy Partners XI, L.P. ("Yorktown XI"). Yorktown XI Company LP is the sole general partner of Yorktown XI. As a result, Yorktown XI Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI. Yorktown XI Company LP disclaims beneficial ownership of the securities owned by Yorktown XI in excess of its pecuniary interests therein.
(2) The percent of class represented by amount in Row (11) is based on 44,403,347 shares of Class A common stock of the Company issued and outstanding as of February 28, 2025, as set forth in issuers annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 17, 2025.
SCHEDULE 13D
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| CUSIP No. | 75134P303 |
| 1 |
Name of reporting person
YORKTOWN XI ASSOCIATES LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,432,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These securities are directly held by Yorktown XI. Yorktown XI Company LP is the sole general partner of Yorktown XI and Yorktown XI Associates LLC is the sole general partner of Yorktown XI Company LP. As a result, Yorktown XI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI. Yorktown XI Company LP and Yorktown XI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown XI in excess of their pecuniary interests therein.
(2) The percent of class represented by amount in Row (11) is based on 44,403,347 shares of Class A common stock of the Company issued and outstanding as of February 28, 2025, as set forth in issuers annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 17, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Ramaco Resources, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
250 West Main Street, Suite 1900, Lexington,
KENTUCKY
, 40507. | |
Item 1 Comment:
This Amendment No. 2 amends the Schedule 13D with respect to the shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Ramaco Resources, Inc., a Delaware corporation (the "Issuer"), previously filed by Yorktown Energy Partners XI, L.P., a Delaware limited partnership ("Yorktown XI"), Yorktown XI Company LP, a Delaware limited partnership ("Yorktown XI Co"), and Yorktown XI Associates LLC, a Delaware limited liability company ("Yorktown XI Associates" and together with Yorktown XI and Yorktown XI Co, the "Reporting Persons") with the SEC on February 21, 2017 (the "Schedule 13D"), as amended by Amendment No. 1 thereto filed with the SEC on November 21, 2023. Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety by the following:
As of March 31, 2025, each of the Reporting Persons beneficially owns 4,432,261 shares of Class A Common Stock of the Issuer, representing 9.98% of the issued and outstanding shares of Class A Common Stock of the Issuer (based on 44,403,347 shares of Class A common stock of the Company issued and outstanding as of February 28, 2025, as set forth in issuers annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 17, 2025). Each Reporting Person disclaims beneficial ownership of the reported Class A Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class A Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety by the following:
As of March 31, 2025, Yorktown XI directly owns 4,432,261 shares of Class A Common Stock of the Issuer. Yorktown XI Co is the sole general partner of Yorktown XI. Yorktown XI Associates is the sole general partner of Yorktown XI Co. Yorktown XI Associates has the sole power to cause Yorktown XI Co to cause Yorktown XI to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety by the following:
From March 20, 2025 through March 27, 2025, Yorktown XI sold 403,415 shares of Class A Common Stock of the Issuer in a series of open market sales. Except as disclosed in the table below, there have been no transactions in the shares of Class A Common Stock by the Reporting Persons in the last 60 days:
Date of Transaction Nature of Transaction Quantity of Shares Weighted-Average Price Per Share
3/20/2025 Sale 64,546 $8.9128(1)
3/21/2025 Sale 72,614 $8.7115(2)
3/24/2025 Sale 90,769 $8.9254(3)
3/25/2025 Sale 56,603 $8.6701(4)
3/26/2025 Sale 72,615 $8.2408(5)
3/27/2025 Sale 46,268 $8.3433(6)
1. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.83 to $9.00, inclusive. The Reporting Persons undertake to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), and (6) herein.
2. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.59 to $9.00, inclusive.
3. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.75 to $9.06, inclusive.
4. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.50 to $8.92, inclusive.
5. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.09 to $8.35, inclusive.
6. This price is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $8.21 to $8.47, inclusive. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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