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    Amendment: SEC Form SCHEDULE 13D/A filed by Ramaco Resources Inc.

    8/11/25 9:00:51 PM ET
    $METCB
    Coal Mining
    Energy
    Get the next $METCB alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    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
    Willkie Farr & Gallagher LLP, 2828 Routh Street
    Dallas, TX, 75201
    (214) 233-4537

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    08/08/2025

    (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. Checkbox not checked

    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

    CUSIP No.
    75134P303


    1 Name of reporting person

    Yorktown Energy Partners XI, L.P.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,786,797.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,786,797.00
    11Aggregate amount beneficially owned by each reporting person

    3,786,797.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    6.86 %
    14Type of Reporting Person (See Instructions)

    PN

    Comment for Type of Reporting Person:
    (1) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of Ramaco Resources, Inc. (the "Issuer") issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission ("SEC") on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    75134P303


    1 Name of reporting person

    Yorktown XI Company LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,786,797.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,786,797.00
    11Aggregate amount beneficially owned by each reporting person

    3,786,797.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    6.86 %
    14Type 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 Company LP is the sole general partner of Yorktown Energy Partners XI, L.P. 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 Energy Partners XI, L.P. Yorktown XI Company LP disclaims beneficial ownership of the securities owned by Yorktown Energy Partners XI, L.P. in excess of its pecuniary interests therein. (2) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A Common Stock of the Issuer issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    CUSIP No.
    75134P303


    1 Name of reporting person

    Yorktown XI Associates LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    3,786,797.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    3,786,797.00
    11Aggregate amount beneficially owned by each reporting person

    3,786,797.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    6.86 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    (1) These securities are directly held by Yorktown Energy Partners XI, L.P. Yorktown XI Company LP is the sole general partner of Yorktown Energy Partners XI, L.P. 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 Energy Partners XI, L.P. Yorktown XI Company LP and Yorktown XI Associates LLC disclaim beneficial ownership of the securities owned by Yorktown Energy Partners XI, L.P. in excess of their pecuniary interests therein. (2) The percent of class represented by the amount in Row (11) is based on 55,182,254 shares of Class A Common Stock of the Issuer issued and outstanding following the closing of the offering described in Item 4 below, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 2025.


    SCHEDULE 13D

    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. 3 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 Company LP, a Delaware limited partnership, and Yorktown XI Associates LLC, a Delaware limited liability company ("together, the "Reporting Persons") with the SEC on February 21, 2017, as amended by Amendment No. 1 thereto filed with the SEC on November 21, 2023, as further amended by Amendment No, 2, filed with the SEC on March 31, 2025 (the "Schedule 13D"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
    Item 4.Purpose of Transaction
     
    Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On August 5, 2025, Yorktown Energy Partners XI, L.P., as a selling stockholder, the Issuer, and the other selling stockholders identified therein, entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives ("Representatives") of several underwriters named therein (collectively, the "Underwriters"), providing for the offer and sale of 10,666,667 shares of Class A Common Stock by the Issuer and purchase by the Underwriters of the shares, at a price to the public of $18.75 per share, less the underwriting discounts and commissions and pursuant to which Yorktown Energy Partners XI, L.P. granted the Underwriters a 30-day option (the "Over-Allotment Option") to purchase, at the same price per share, up to an aggregate 645,463 shares of Class A Common Stock in addition to the shares of Class A Common Stock sold by the Issuer. Pursuant to the Underwriting Agreement, Yorktown Energy Partners XI, L.P. has entered into a lock-up agreement (the "Lock-Up Agreement") with the Underwriters pursuant to which it has agreed with the Underwriters, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's Class A Common Stock or Class B Common Stock ("Common Stock"), or any securities convertible into or exercisable or exchangeable for Common Stock, or enter into any enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock during the period ending 90 days after August 5, 2025, except with the prior written consent of the Representatives. On August 6, 2025, the Underwriters exercised the Over-Allotment Option in full and on August 8, 2025, Yorktown Energy Partners XI, L.P. sold, and the Underwriters purchased, 645,463 shares of Common Stock at a price to the public of $18.75 per share, less the underwriting discounts and commissions of $1.03125 per share, resulting in net proceeds to Yorktown Energy Partners X, L.P. of $17.71875 per share. The offering was made pursuant to the Issuer's shelf registration statement on Form S-3 (File No. 333-289251), as supplemented by a preliminary prospectus supplement filed with the SEC on August 6, 2025, and a final prospectus supplement dated August 5, 2025, filed with the SEC on August 7, 2025.
    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 August 8, 2025, each of the Reporting Persons beneficially owns 3,786,797 shares of Class A Common Stock of the Issuer, representing 6.86% of the issued and outstanding shares of Class A Common Stock of the Issuer (based on 55,182,254 shares of Class A Common Stock of the Issuer, issued and outstanding following the closing of the offering, as reported in the Issuer's prospectus supplement on Form 424B5 filed with the SEC on August 7, 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 August 8, 2025, Yorktown Energy Partners XI, L.P. directly owns 3,786,797 shares of Class A Common Stock of the Issuer. Yorktown XI Co is the sole general partner of Yorktown Energy Partners XI, L.P. 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 Energy Partners XI, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners XI, L.P.
    (c)
    Item 5(c) is hereby amended and restated in its entirety by the following: Other than as disclosed in Item 4 of this Amendment No. 3, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past 60 days.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 2.4 Underwriting Agreement, dated August 5, 2025 among the Issuer, Yorktown Energy Partners XI L.P., certain selling stockholders named therein, Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (Incorporated by reference to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 6, 2025) Exhibit 2.5 Form of Lock-Up Agreement (Incorporated by reference to Exhibit A to Exhibit 1.1 of the Issuer's Current Report on Form 8-K filed on August 6, 2025)

        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.

     
    Yorktown Energy Partners XI, L.P.
     
    Signature:/s/ Bryan H Lawrence
    Name/Title:Managing Member of the general partner of the general partner
    Date:08/11/2025
     
    Yorktown XI Company LP
     
    Signature:/s/ Bryan H Lawrence
    Name/Title:Managing Member of the general partner
    Date:08/11/2025
     
    Yorktown XI Associates LLC
     
    Signature:/s/ Bryan H Lawrence
    Name/Title:Managing Member of the general partner
    Date:08/11/2025
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