SEC Form SC 13D/A filed by Ring Energy Inc. (Amendment)

10/31/22 5:06:42 PM ET

$REI

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SC 13D/A 1 tm2228955d1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ring Energy, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

76680V108
(CUSIP Number)

Harsha Marti
General Counsel
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 27, 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 240.13d-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 Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Operating, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Intermediate, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus & Company US, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Partners II (US), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy GP, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P)-A, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP Energy Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP Energy Partners Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-A, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B Stronghold, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-1, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII (E&P) Partners (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII (E&P) Partners (B), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-E (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-D (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2 Stronghold, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus & Co.
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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (the “Amendment”) relates to the shares of Common Stock, $0.001 par value per share (“Common Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 1725 Hughes Landing Blvd. Suite 900, The Woodlands, Texas 77380. This Amendment amends the Schedule 13D (the “Original Schedule 13D” and, as further amended, supplemented or restated hereby, the “Schedule 13D”), to report and reflect the conversion of 153,176 shares of the Issuer’s Preferred Stock filed with the Securities and Exchange Commission (the “SEC”) by certain of the Reporting Persons (as defined below) on October 27, 2022. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 2. Identity and Background.

This Schedule 13D is being jointly filed by the following entities (each, a “Reporting Person” and collectively, the “Reporting Persons”):

Stronghold Energy II Operating, LLC (“Stronghold OpCo”)

Stronghold Energy II Intermediate, LLC (“Stronghold Intermediate”)

Stronghold Energy II Holdings, LLC (“Stronghold Holdings”)

Warburg Pincus Energy (E&P)-A, L.P.

WP Energy Stronghold Holdings, L.P.

WP Energy Partners Stronghold Holdings, L.P.

Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-A, L.P.

Warburg Pincus Private Equity (E&P) XII (A), L.P.

Warburg Pincus Private Equity (E&P) XII-D (A), L.P.

Warburg Pincus Private Equity (E&P) XII-E (A), L.P.

WP XII (E&P) Partners (A), L.P.

WP XII (E&P) Partners (B), L.P.

WP XII Stronghold Holdings, L.P.

Warburg Pincus XII (E&P) Partners-1, L.P.

Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-B, L.P.

Warburg Pincus (E&P) XII, L.P.

Warburg Pincus (E&P) XII LLC

Warburg Pincus XII (E&P) Partners-2, L.P.

Warburg Pincus Partners II (US), L.P.

Warburg Pincus & Company US, LLC (“Warburg Pincus”)

Warburg Pincus (E&P) Energy GP, L.P.

Warburg Pincus (E&P) Energy LLC

Warburg Pincus & Co.

Warburg Pincus LLC

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. A Joint Filing Agreement among the Reporting Persons is attached here to as Exhibit 1.

Each of the Reporting Persons, except for Warburg Pincus & Company US, LLC and Warburg Pincus LLC, is organized under the laws of the state of Delaware. Warburg Pincus & Company US, LLC and Warburg Pincus LLC is organized under the laws of the state of New York.

The general partners and members (collectively, the “Related Persons”) of Warburg Pincus & Co. and Warburg Pincus LLC are set forth in Schedule I hereto, including each Related Person’s present principal occupation, which is incorporated herein by reference. The Warburg Entities (as defined below) are principally engaged in the business of investing in securities, including securities of the Issuer. Except as otherwise set forth in Schedule I, the principal business address of the Related Persons and the Warburg Entities is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.

The principal business address of each of the Stronghold Entities (as defined below) is 508 W. Wall Street, Suite 550, Midland, TX 79701.

During the last five years, none of the Reporting Persons or any Related Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds of Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented to add as follows:

At a special meeting on October 27, 2022, the stockholders approved the conversion of 153,176 shares of Preferred Stock into 42,548,892 shares of Common Stock pursuant to the terms of the Certificate of Designation filed with the Nevada Secretary of State creating the Preferred Stock that was issued at closing of the Purchase Agreement. In connection with such approval, 4,294,025 shares of Common Stock beneficially held directly by Stronghold OpCo were distributed to members of Stronghold Energy II Holdings, LLC.

Item 4. Purpose of Transaction.

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

Stockholder Approval

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 174,135,830 shares of Common Stock outstanding as of October 31, 2022. On October 27, 2022, requisite stockholder approval was obtained, and the Company issued an additional 42,548,892 shares of Common Stock pursuant to the conversion of the Preferred Stock as required by the Certificate of Designation. The initial issuance at the closing of the Purchase Agreement and subsequent conversion resulted in a total of 63,888,878 shares of Common Stock issued to Stronghold, which represents approximately 36.7% of the 174,135,830 shares of Common Stock outstanding immediately following such conversion.

The reported securities and the shares of Preferred Stock are held directly by Stronghold OpCo. Stronghold Intermediate is the managing member of Stronghold OpCo, and Stronghold Energy II Holdings, LLC (“Stronghold Holdings” and, collectively with Stronghold OpCo and Stronghold Intermediate, the “Stronghold Entities”) is the managing member of Stronghold Intermediate.

Warburg Pincus is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) XII LLC. Warburg Pincus (E&P) Energy LLC is the general partner of Warburg Pincus (E&P) Energy GP, L.P., which is the general partner of Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy (E&P) Partners-A, L.P., and Warburg Pincus Energy (E&P) Partners-B, L.P. Warburg Pincus Energy (E&P) Partners-B, L.P. is the managing member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner of Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P., WP XII (E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC (Warburg Pincus and the other entities listed in this paragraph, collectively, the “Warburg Entities”).

The Warburg Entities collectively hold a majority of the membership interests in Stronghold Holdings. Each of the Stronghold Entities, Warburg Entities and Roy Ben-Dor, (collectively, the “Reporting Persons”) directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Stronghold and, therefore, a “five percent holder” hereunder.

Each of the Reporting Persons other than Stronghold OpCo disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons other than Stronghold OpCo are the beneficial owners of such securities for purposes of Section 13 or for any other purposes.

The Reporting Persons other than Stronghold OpCo expressly disclaim any such beneficial ownership.

(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.

(d) None.

(e) Not applicable.

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: October 31, 2022

	STRONGHOLD ENERGY II OPERATING, LLC

	By:	Stronghold Energy II Intermediate, LLC

	By:	/s/ Caleb Weatherl
	Name:	Caleb Weatherl
	Title:	Authorized Signatory

Schedule I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Gregory C. Baecher		Partner of WP; Member and Managing Director of WP LLC
Roy Ben-Dor		Partner of WP; Member and Managing Director of WP LLC
Damon Beyer		Partner of WP; Member and Managing Director of WP LLC
Anthony Robert Buonanno		Partner of WP; Member and Managing Director of WP LLC
Thomas Carella		Partner of WP; Member and Managing Director of WP LLC
Brian Chang		Partner of WP; Member and Managing Director of WP LLC
Ruoxi Chen		Partner of WP; Member and Managing Director of WP LLC
Mark M. Colodny		Partner of WP; Member and Managing Director of WP LLC
Casey Ryan Dalton		Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis		Partner of WP; Member and Managing Director of WP LLC
Peter Deming		Partner of WP; Member and Managing Director of WP LLC
Adrienne Filipov		Partner of WP; Member and Managing Director of WP LLC
Eric Friedman		Partner of WP; Member and Managing Director of WP LLC
Timothy F. Geithner		Partner of WP; Member, Managing Director and President of WP LLC
Stephanie Geveda		Partner of WP; Member and Managing Director of WP LLC
Steven G. Glenn		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Goldfaden		Partner of WP; Member and Managing Director of WP LLC
Edward Y. Huang		Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan		Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye		Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC
Deborah Kerr		Partner of WP; Member and Managing Director of WP LLC
Amr Kronfol		Partner of WP; Member and Managing Director of WP LLC
Rajveer Kushwaha		Partner of WP; Member and Managing Director of WP LLC
Zachary D. Lazar		Partner of WP; Member and Managing Director of WP LLC
Harsha Marti		Partner of WP; Member and Managing Director of WP LLC
Michael Martin		Partner of WP; Member and Managing Director of WP LLC
Vishnu Menon		Partner of WP; Member and Managing Director of WP LLC
Douglas Musicaro		Partner of WP; Member and Managing Director of WP LLC
James Neary		Partner of WP; Member and Managing Director of WP LLC
James O’Gara		Partner of WP; Member and Managing Director of WP LLC
Parag K. Gupta		Partner of WP; Member and Managing Director of WP LLC
Michael Pan		Partner of WP; Member and Managing Director of WP LLC
Andrew Park		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Perlman		Partner of WP; Member and Managing Director of WP LLC
Chandler Reedy		Partner of WP; Member and Managing Director of WP LLC
John Rowan		Partner of WP; Member and Managing Director of WP LLC
Justin L. Sadrian		Partner of WP; Member and Managing Director of WP LLC
Adarsh Sarma		Partner of WP; Member and Managing Director of WP LLC
John W. Shearburn		Partner of WP; Member and Managing Director of WP LLC
Ashutosh Somani		Partner of WP; Member and Managing Director of WP LLC
David Sreter		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Stein		Partner of WP; Member and Managing Director of WP LLC
Alexander Stratoudakis		Partner of WP; Member and Managing Director of WP LLC

Jacob Strauss		Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner		Partner of WP; Member and Managing Director of WP LLC
James W. Wilson		Partner of WP; Member and Managing Director of WP LLC
Daniel Zamlong		Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman		Partner of WP; Member and Managing Director of WP LLC
WP & Co. Partners, L.P.*
Warburg Pincus Principal Partnership, L.P.**

*	New York limited partnership; primary activity is ownership interest in WP
**	Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Saurabh Agarwal (1)		Member and Managing Director of WP LLC
Jonas Agesand (2)		Member and Managing Director of WP LLC
Gregory C. Baecher		Member and Managing Director of WP LLC; Partner of WP
Roy Ben-Dor		Member and Managing Director of WP LLC; Partner of WP
Damon Beyer		Member and Managing Director of WP LLC; Partner of WP
Anthony Robert Buonanno		Member and Managing Director of WP LLC; Partner of WP
Thomas Carella		Member and Managing Director of WP LLC; Partner of WP
Brian Chang		Member and Managing Director of WP LLC; Partner of WP
Ruoxi Chen		Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (5)		Member and Managing Director of WP LLC
Mark M. Colodny		Member and Managing Director of WP LLC; Partner of WP
Casey Ryan Dalton		Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis		Member and Managing Director of WP LLC; Partner of WP
Peter Deming		Member and Managing Director of WP LLC; Partner of WP
Yi Ding (4)		Member and Managing Director of WP LLC
Yilong Du (5)		Member and Managing Director of WP LLC
Min Fang (4)		Member and Managing Director of WP LLC
Adrienne Filipov		Member and Managing Director of WP LLC; Partner of WP
Max Fowinkel (3)		Member and Managing Director of WP LLC
Eric Friedman		Member and Managing Director of WP LLC; Partner of WP
Timothy F. Geithner		Member, Managing Director and President of WP LLC; Partner of WP
Stephanie Geveda		Member and Managing Director of WP LLC; Partner of WP
Steven G. Glenn		Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden		Member and Managing Director of WP LLC; Partner of WP
Parag K. Gupta		Member and Managing Director of WP LLC; Partner of WP
Edward Y. Huang		Member and Managing Director of WP LLC; Partner of WP
Faisal Jamil (6)		Member and Managing Director of WP LLC
Peter R. Kagan		Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye		Managing Member and Chief Executive Officer of WP LLC; Managing General Partner of WP
Deborah Kerr		Member and Managing Director of WP LLC; Partner of WP
Amr Kronfol		Member and Managing Director of WP LLC; Partner of WP
Rajveer Kushwaha		Member and Managing Director of WP LLC; Partner of WP
Zachary D. Lazar		Member and Managing Director of WP LLC; Partner of WP
Vishal Mahadevia		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Harsha Marti		Member and Managing Director of WP LLC; Partner of WP
Michael Martin		Member and Managing Director of WP LLC; Partner of WP
Vishnu Menon		Member and Managing Director of WP LLC; Partner of WP
Piero Minardi (7)		Member and Managing Director of WP LLC
Henrique Muramoto (8)		Member and Managing Director of WP LLC
Douglas Musicaro		Member and Managing Director of WP LLC; Partner of WP
James Neary		Member and Managing Director of WP LLC; Partner of WP
Hoi Ying Ng (5)		Member and Managing Director of WP LLC
René Obermann (3)		Member and Managing Director of WP LLC
James O’Gara		Member and Managing Director of WP LLC; Partner of WP
Narendra Ostawal (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Michael Pan		Member and Managing Director of WP LLC; Partner of WP
Andrew Park		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Perlman		Member and Managing Director of WP LLC; Partner of WP
Flavio Porciani (3)		Member and Managing Director of WP LLC
Chandler Reedy		Member and Managing Director of WP LLC; Partner of WP

David Reis (3)		Member and Managing Director of WP LLC
John Rowan		Member and Managing Director of WP LLC; Partner of WP
Justin L. Sadrian		Member and Managing Director of WP LLC; Partner of WP
Anish Saraf (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Adarsh Sarma		Member and Managing Director of WP LLC; Partner of WP
Viraj Sawhney (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
John W. Shearburn		Member and Managing Director of WP LLC; Partner of WP
Leo Long Shi (4)		Member and Managing Director of WP LLC
Ashutosh Somani		Member and Managing Director of WP LLC; Partner of WP
David Sreter		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Stein		Member and Managing Director of WP LLC; Partner of WP
Alexander Stratoudakis		Member and Managing Director of WP LLC; Partner of WP
Jacob Strauss		Member and Managing Director of WP LLC; Partner of WP
Michael Thompson (6)		Member and Managing Director of WP LLC
Christopher H. Turner		Member and Managing Director of WP LLC; Partner of WP
Zhen Wei (5)		Member and Managing Director of WP LLC
James W. Wilson		Member and Managing Director of WP LLC; Partner of WP
Bo Xu (4)		Member and Managing Director of WP LLC
Daniel Zamlong		Member and Managing Director of WP LLC; Partner of WP
Lei Zhang (4)		Member and Managing Director of WP LLC
Qiqi Zhang (4)		Member and Managing Director of WP LLC
Langlang Zhou (4)		Member and Managing Director of WP LLC
Lilian Zhu (4)		Member and Managing Director of WP LLC
Daniel Zilberman		Member and Managing Director of WP LLC; Partner of WP

	(1)	Citizen of India
	(2)	Citizen of Sweden
	(3)	Citizen of Germany
	(4)	Citizen of China
	(5)	Citizen of Hong Kong
	(6)	Citizen of United Kingdom
	(7)	Citizen of Italy
	(8)	Citizen of Brazil

As of October 31, 2022

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Neutral → Buy

ROTH Capital

SEC Form SC 13D/A filed by Ring Energy Inc. (Amendment)

10/31/22 5:06:42 PM ET

$REI

Oil & Gas Production

Energy

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SC 13D/A 1 tm2228955d1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Ring Energy, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

76680V108
(CUSIP Number)

October 27, 2022
(Date of Event Which Requires Filing of this Statement)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Operating, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Intermediate, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Stronghold Energy II Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus & Company US, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Partners II (US), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) Energy GP, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P)-A, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP Energy Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP Energy Partners Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-A, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Energy (E&P) Partners-B Stronghold, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus (E&P) XII, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-1, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII Stronghold Holdings, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII (E&P) Partners (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS WP XII (E&P) Partners (B), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-E (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII-D (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus Private Equity (E&P) XII (A), 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus XII (E&P) Partners-2 Stronghold, 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus & Co.
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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

CUSIP No. 76680V108

1.	NAMES OF REPORTING PERSONS Warburg Pincus 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	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 59,594,853
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 59,594,853

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,594,853
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2%(1)
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This calculation is based on a total of 174,135,830 shares of Common Stock issued and outstanding as of October 31, 2022, as provided by the Issuer to the Reporting Person.

Item 1. Security and Issuer.

Item 2. Identity and Background.

This Schedule 13D is being jointly filed by the following entities (each, a “Reporting Person” and collectively, the “Reporting Persons”):

Stronghold Energy II Operating, LLC (“Stronghold OpCo”)

Stronghold Energy II Intermediate, LLC (“Stronghold Intermediate”)

Stronghold Energy II Holdings, LLC (“Stronghold Holdings”)

Warburg Pincus Energy (E&P)-A, L.P.

WP Energy Stronghold Holdings, L.P.

WP Energy Partners Stronghold Holdings, L.P.

Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-A, L.P.

Warburg Pincus Private Equity (E&P) XII (A), L.P.

Warburg Pincus Private Equity (E&P) XII-D (A), L.P.

Warburg Pincus Private Equity (E&P) XII-E (A), L.P.

WP XII (E&P) Partners (A), L.P.

WP XII (E&P) Partners (B), L.P.

WP XII Stronghold Holdings, L.P.

Warburg Pincus XII (E&P) Partners-1, L.P.

Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-B, L.P.

Warburg Pincus (E&P) XII, L.P.

Warburg Pincus (E&P) XII LLC

Warburg Pincus XII (E&P) Partners-2, L.P.

Warburg Pincus Partners II (US), L.P.

Warburg Pincus & Company US, LLC (“Warburg Pincus”)

Warburg Pincus (E&P) Energy GP, L.P.

Warburg Pincus (E&P) Energy LLC

Warburg Pincus & Co.

Warburg Pincus LLC

The principal business address of each of the Stronghold Entities (as defined below) is 508 W. Wall Street, Suite 550, Midland, TX 79701.

Item 3. Source and Amount of Funds of Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented to add as follows:

Item 4. Purpose of Transaction.

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

Stockholder Approval

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons other than Stronghold OpCo expressly disclaim any such beneficial ownership.

(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.

(d) None.

(e) Not applicable.

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: October 31, 2022

	STRONGHOLD ENERGY II OPERATING, LLC

	By:	Stronghold Energy II Intermediate, LLC

	By:	/s/ Caleb Weatherl
	Name:	Caleb Weatherl
	Title:	Authorized Signatory

Schedule I

GENERAL PARTNERS OF WP

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Gregory C. Baecher		Partner of WP; Member and Managing Director of WP LLC
Roy Ben-Dor		Partner of WP; Member and Managing Director of WP LLC
Damon Beyer		Partner of WP; Member and Managing Director of WP LLC
Anthony Robert Buonanno		Partner of WP; Member and Managing Director of WP LLC
Thomas Carella		Partner of WP; Member and Managing Director of WP LLC
Brian Chang		Partner of WP; Member and Managing Director of WP LLC
Ruoxi Chen		Partner of WP; Member and Managing Director of WP LLC
Mark M. Colodny		Partner of WP; Member and Managing Director of WP LLC
Casey Ryan Dalton		Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis		Partner of WP; Member and Managing Director of WP LLC
Peter Deming		Partner of WP; Member and Managing Director of WP LLC
Adrienne Filipov		Partner of WP; Member and Managing Director of WP LLC
Eric Friedman		Partner of WP; Member and Managing Director of WP LLC
Timothy F. Geithner		Partner of WP; Member, Managing Director and President of WP LLC
Stephanie Geveda		Partner of WP; Member and Managing Director of WP LLC
Steven G. Glenn		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Goldfaden		Partner of WP; Member and Managing Director of WP LLC
Edward Y. Huang		Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan		Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye		Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC
Deborah Kerr		Partner of WP; Member and Managing Director of WP LLC
Amr Kronfol		Partner of WP; Member and Managing Director of WP LLC
Rajveer Kushwaha		Partner of WP; Member and Managing Director of WP LLC
Zachary D. Lazar		Partner of WP; Member and Managing Director of WP LLC
Harsha Marti		Partner of WP; Member and Managing Director of WP LLC
Michael Martin		Partner of WP; Member and Managing Director of WP LLC
Vishnu Menon		Partner of WP; Member and Managing Director of WP LLC
Douglas Musicaro		Partner of WP; Member and Managing Director of WP LLC
James Neary		Partner of WP; Member and Managing Director of WP LLC
James O’Gara		Partner of WP; Member and Managing Director of WP LLC
Parag K. Gupta		Partner of WP; Member and Managing Director of WP LLC
Michael Pan		Partner of WP; Member and Managing Director of WP LLC
Andrew Park		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Perlman		Partner of WP; Member and Managing Director of WP LLC
Chandler Reedy		Partner of WP; Member and Managing Director of WP LLC
John Rowan		Partner of WP; Member and Managing Director of WP LLC
Justin L. Sadrian		Partner of WP; Member and Managing Director of WP LLC
Adarsh Sarma		Partner of WP; Member and Managing Director of WP LLC
John W. Shearburn		Partner of WP; Member and Managing Director of WP LLC
Ashutosh Somani		Partner of WP; Member and Managing Director of WP LLC
David Sreter		Partner of WP; Member and Managing Director of WP LLC
Jeffrey Stein		Partner of WP; Member and Managing Director of WP LLC
Alexander Stratoudakis		Partner of WP; Member and Managing Director of WP LLC

Jacob Strauss		Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner		Partner of WP; Member and Managing Director of WP LLC
James W. Wilson		Partner of WP; Member and Managing Director of WP LLC
Daniel Zamlong		Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman		Partner of WP; Member and Managing Director of WP LLC
WP & Co. Partners, L.P.*
Warburg Pincus Principal Partnership, L.P.**

*	New York limited partnership; primary activity is ownership interest in WP
**	Delaware limited partnership; primary activity is ownership interest in WP

MEMBERS OF WP LLC

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Saurabh Agarwal (1)		Member and Managing Director of WP LLC
Jonas Agesand (2)		Member and Managing Director of WP LLC
Gregory C. Baecher		Member and Managing Director of WP LLC; Partner of WP
Roy Ben-Dor		Member and Managing Director of WP LLC; Partner of WP
Damon Beyer		Member and Managing Director of WP LLC; Partner of WP
Anthony Robert Buonanno		Member and Managing Director of WP LLC; Partner of WP
Thomas Carella		Member and Managing Director of WP LLC; Partner of WP
Brian Chang		Member and Managing Director of WP LLC; Partner of WP
Ruoxi Chen		Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (5)		Member and Managing Director of WP LLC
Mark M. Colodny		Member and Managing Director of WP LLC; Partner of WP
Casey Ryan Dalton		Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis		Member and Managing Director of WP LLC; Partner of WP
Peter Deming		Member and Managing Director of WP LLC; Partner of WP
Yi Ding (4)		Member and Managing Director of WP LLC
Yilong Du (5)		Member and Managing Director of WP LLC
Min Fang (4)		Member and Managing Director of WP LLC
Adrienne Filipov		Member and Managing Director of WP LLC; Partner of WP
Max Fowinkel (3)		Member and Managing Director of WP LLC
Eric Friedman		Member and Managing Director of WP LLC; Partner of WP
Timothy F. Geithner		Member, Managing Director and President of WP LLC; Partner of WP
Stephanie Geveda		Member and Managing Director of WP LLC; Partner of WP
Steven G. Glenn		Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden		Member and Managing Director of WP LLC; Partner of WP
Parag K. Gupta		Member and Managing Director of WP LLC; Partner of WP
Edward Y. Huang		Member and Managing Director of WP LLC; Partner of WP
Faisal Jamil (6)		Member and Managing Director of WP LLC
Peter R. Kagan		Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye		Managing Member and Chief Executive Officer of WP LLC; Managing General Partner of WP
Deborah Kerr		Member and Managing Director of WP LLC; Partner of WP
Amr Kronfol		Member and Managing Director of WP LLC; Partner of WP
Rajveer Kushwaha		Member and Managing Director of WP LLC; Partner of WP
Zachary D. Lazar		Member and Managing Director of WP LLC; Partner of WP
Vishal Mahadevia		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Harsha Marti		Member and Managing Director of WP LLC; Partner of WP
Michael Martin		Member and Managing Director of WP LLC; Partner of WP
Vishnu Menon		Member and Managing Director of WP LLC; Partner of WP
Piero Minardi (7)		Member and Managing Director of WP LLC
Henrique Muramoto (8)		Member and Managing Director of WP LLC
Douglas Musicaro		Member and Managing Director of WP LLC; Partner of WP
James Neary		Member and Managing Director of WP LLC; Partner of WP
Hoi Ying Ng (5)		Member and Managing Director of WP LLC
René Obermann (3)		Member and Managing Director of WP LLC
James O’Gara		Member and Managing Director of WP LLC; Partner of WP
Narendra Ostawal (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Michael Pan		Member and Managing Director of WP LLC; Partner of WP
Andrew Park		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Perlman		Member and Managing Director of WP LLC; Partner of WP
Flavio Porciani (3)		Member and Managing Director of WP LLC
Chandler Reedy		Member and Managing Director of WP LLC; Partner of WP

David Reis (3)		Member and Managing Director of WP LLC
John Rowan		Member and Managing Director of WP LLC; Partner of WP
Justin L. Sadrian		Member and Managing Director of WP LLC; Partner of WP
Anish Saraf (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Adarsh Sarma		Member and Managing Director of WP LLC; Partner of WP
Viraj Sawhney (1)		Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
John W. Shearburn		Member and Managing Director of WP LLC; Partner of WP
Leo Long Shi (4)		Member and Managing Director of WP LLC
Ashutosh Somani		Member and Managing Director of WP LLC; Partner of WP
David Sreter		Member and Managing Director of WP LLC; Partner of WP
Jeffrey Stein		Member and Managing Director of WP LLC; Partner of WP
Alexander Stratoudakis		Member and Managing Director of WP LLC; Partner of WP
Jacob Strauss		Member and Managing Director of WP LLC; Partner of WP
Michael Thompson (6)		Member and Managing Director of WP LLC
Christopher H. Turner		Member and Managing Director of WP LLC; Partner of WP
Zhen Wei (5)		Member and Managing Director of WP LLC
James W. Wilson		Member and Managing Director of WP LLC; Partner of WP
Bo Xu (4)		Member and Managing Director of WP LLC
Daniel Zamlong		Member and Managing Director of WP LLC; Partner of WP
Lei Zhang (4)		Member and Managing Director of WP LLC
Qiqi Zhang (4)		Member and Managing Director of WP LLC
Langlang Zhou (4)		Member and Managing Director of WP LLC
Lilian Zhu (4)		Member and Managing Director of WP LLC
Daniel Zilberman		Member and Managing Director of WP LLC; Partner of WP

	(1)	Citizen of India
	(2)	Citizen of Sweden
	(3)	Citizen of Germany
	(4)	Citizen of China
	(5)	Citizen of Hong Kong
	(6)	Citizen of United Kingdom
	(7)	Citizen of Italy
	(8)	Citizen of Brazil

As of October 31, 2022

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