SEC Form SC 13G/A filed by PrimeEnergy Resources Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| PrimeEnergy Resources Corporation |
| (Name of Issuer) |
Common Stock, par value $0.10 (per share)
(Title of Class of Securities)
74158E104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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 the 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).
SCHEDULE 13G
| CUSIP No. 74158E104 |
| Page 2 of 5 Pages |
| 1 | NAMES OF REPORTING PERSONS
Ebersole Gaines Wehrle | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
149,945 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
149,945 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,945 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%(1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
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(1) This percentage is based on 1,994,177 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the U.S. Securities and Exchange Commission on November 19, 2021.
SCHEDULE 13G
| CUSIP No. 74158E104 |
| Page 3 of 5 Pages |
| Item 1. |
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| (a) | Name of Issuer: |
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| PrimeEnergy Resources Corporation |
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| (b) | Address of Issuer’s principal executive offices: |
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| 9821 Katy Freeway |
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| Houston, Texas 77024 |
| Item 2. |
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| (a) | Name of person filing: |
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| Ebersole Gaines Wehrle |
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| (b) | Address or principal business office or, if none, residence: |
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| 801 Amalfi Drive |
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| Pacific Palisades, California 90272 |
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| (c) | Citizenship: |
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| United States of America |
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| (d) | Title of class of securities: |
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| Common Stock, par value $0.10 (per share) |
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| (e) | CUSIP No.: |
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| 74158E104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); or |
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| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
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| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________. | ||
SCHEDULE 13G
| CUSIP No. 74158E104 |
| Page 4 of 5 Pages |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
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| (a) | Amount beneficially owned: |
| 149,945 |
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| (b) | Percent of class: |
| 7.5 | % | |
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| (c) | Number of shares as to which the person has: | ||||
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| (i) | Sole power to vote or to direct the vote: |
| 149,945 |
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| (ii) | Shared power to vote or to direct the vote: |
| 0 |
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| (iii) | Sole power to dispose or to direct the disposition of: |
| 149,945 |
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| (iv) | Shared power to dispose or to direct the disposition of: |
| 0 |
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| The percent of class is based on 1,994,177 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the U.S. Securities and Exchange Commission on November 19, 2021. | |||||
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
SCHEDULE 13G
| CUSIP No. 74158E104 |
| Page 5 of 5 Pages |
| Item 10. | Certification. |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: January 11, 2022 | Signature: | /s/ Ebersole Gaines Wehrle |
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| Name: | Ebersole Gaines Wehrle |
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