SEC Form SC 13G/A filed by PrimeEnergy Resources Corporation (Amendment)

PrimeEnergy Resources Corporation

(Name of Issuer)

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.

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

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

 SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

82,927

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

82,927

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

82,927

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%⁽¹⁾

12

TYPE OF REPORTING PERSON (See Instructions)

IN

CUSIP No. 74158E104

Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer:

PrimeEnergy Resources Corporation

(b)

Address of Issuer’s principal executive offices:

9821 Katy Freeway

Houston, Texas 77024

Item 2.

(a)

Name of persons filing:

Ebersole Gaines Wehrle

(b)

Address or principal business office or, if none, residence:

801 Amalfi Drive

Pacific Palisades, California 90272

(c)

Citizenship:

United States of America

(d)

Title of class of securities:

Common Stock, par value $0.10 (per share)

(e)

CUSIP No.:

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:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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);

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________.

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.

(a)

Amount beneficially owned:

82,927

(b)

Percent of class:

4.6

% 

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

82,927

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

82,927

(iv)

Shared power to dispose or to direct the disposition of:

0

The percent of class is based on 1,820,576 shares of the Issuer’s Common Stock outstanding as of November 13, 2023 , as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 , filed with the U.S. Securities and Exchange Commission on November 17, 2023 .

Item 5.

Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

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.

CUSIP No. 74158E104

Page 5 of 5 Pages

Item 10.

Certification.

Dated: January 8, 2024

Signature: 

/s/  Ebersole Gaines Wehrle

Name: 

Ebersole Gaines Wehrle