SEC Form SC 13D/A filed by Ramaco Resources Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

RAMACO RESOURCES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

75134P 303

(CUSIP Number)

Bryan H. Lawrence

Yorktown Partners LLC

410 Park Avenue

20th Floor

New York, New York 10022

(212) 515-2112

Copies to:

Jesse E. Betts

Akin Gump Strauss Hauer & Feld LLP

2300 North Field Street, Suite 1800

Dallas, Texas 75201-4675

(214) 969-2779

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

May 31, 2022

(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 204.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

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This Amendment No. 8 amends the Schedule 13D with respect to the shares of common stock, par value $0.01 per share (“Common Stock”), of Ramaco Resources, Inc., a Delaware corporation (the “Issuer”), previously filed by Yorktown Energy Partners IX, L.P., a Delaware limited partnership (“Yorktown IX”), Yorktown IX Company LP, a Delaware limited partnership (“Yorktown IX Co”), and Yorktown IX Associates LLC, a Delaware limited liability company (“Yorktown IX Associates” and together with Yorktown IX and Yorktown IX Co, the “Reporting Persons”) with the SEC on February 21, 2017, as amended by Amendment No. 1 thereto filed with the SEC on October 22, 2018, as further amended by Amendment No. 2 thereto filed with the SEC on March 28, 2019, as further amended by Amendment No. 3 filed with the SEC on May 31, 2019, as further amended by Amendment No. 4 filed with the SEC on November 8, 2021, as further amended by Amendment No. 5 filed with the SEC on March 8, 2022, as further amended by Amendment No. 6 filed with the SEC on May 19, 2022, as further amended by Amendment No. 7 filed with the SEC on May 26, 2022 (the “Schedule 13D”). Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Between May 16, 2022 and June 1, 2022, the Broker has sold an aggregate of 2,000,000 shares of Common Stock of the Issuer through the 10b5-1 Plan on behalf of Yorktown IX.

Subparagraphs a, b and c of Item 5 in the Schedule 13D are amended and restated in their entirety by the following:

(a) As of June 1, 2022, each of the Reporting Persons beneficially owns 5,609,440 shares of Common Stock of the Issuer, representing 12.67% of the issued and outstanding shares of Common Stock of the Issuer (based on 44,273,388 shares of Common Stock of the Company issued and outstanding as of May 12, 2022, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 13, 2022). Each Reporting Person disclaims beneficial ownership of the reported 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 Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.

(b) As of June 1, 2022, Yorktown IX directly owns 5,609,440 shares of Common Stock of the Issuer. Yorktown IX Co is the sole general partner of Yorktown IX. Yorktown IX Associates is the sole general partner of Yorktown IX Co. Yorktown IX Associates has the sole power to cause Yorktown IX Co to cause Yorktown IX to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown IX.

(c) From May 16, 2022 through June 1, 2022, Yorktown IX sold 2,000,000 shares of Common Stock of the Issuer in a series of transactions pursuant to the 10b5-1 Plan. Except as disclosed in the table below, there have been no transactions in the shares of Common Stock by the Reporting Persons in the last 60 days:

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth under Item 4 of this Amendment No. 8 is incorporated herein by reference.

SIGNATURES

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.

Date: June 2, 2022