Large owner Bayou Well Holdings Company, Llc converted options into 450,000 shares (SEC Form 4)
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ranger Energy Services, Inc. [ RNGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 10/01/2021 | C | 450,000 | A | $0(1) | 450,000 | D | |||
Class B Common Stock | 10/01/2021 | C | 450,000 | D | $0(1) | 0 | D | |||
Class A Common Stock | 2,164,107 | I | By LLC(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Units of RNGR Energy Services, LLC(3) | $0(1) | 10/01/2021 | C | 450,000 | (3) | (3) | Class A Common Stock | 450,000 | $0(1) | 0 | D |
Explanation of Responses: |
1. Pursuant to the terms of the TRA Termination Agreement (as defined in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2021) and the Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC ("Ranger LLC" and the "Ranger LLC Agreement"), units issued by Ranger LLC ("Ranger Units"), together with an equal number of shares of Class B Common Stock of the Issuer ("Class B Common Stock") which were cancelled for no consideration, were exchanged, on a one-for-one basis, for shares of Class A Common Stock. |
2. Reflects reporting person's proportionate interest in shares owned directly by Ranger Energy Holdings, LLC, in which the reporting person has a membership interest. The reporting person disclaims beneficial ownership of such shares except to the extent of its pecuniary interests therein. |
3. Subject to the terms of the Ranger LLC Agreement, Ranger Units are exchangeable from time to time (upon surrender for no consideration of an equal number of shares of the Class B Common Stock) for shares of Class A Common Stock. Each of Ranger LLC and the Issuer has the option to deliver cash in lieu of shares of Class A Common Stock upon the exercise of such exchange rights, subject to certain reclassification and retraction rights, as applicable. Shares of Class B Common Stock do not represent any economic interest in the Issuer, but each share of Class B Common Stock entitles its holder to one vote on all matters to be voted on by stockholders generally. |
/s/ Brett T. Agee, President & CEO | 11/01/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |