SEC Form 3 · accession 0001104659-17-052760
Ranger Energy Services, Inc. · RNGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 16, 2017
Accepted (ET)
Aug 18, 2017 · 9:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001699039
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | holding | — | — | — | 1,638,386 | I | See Footnotes | |
| Class B Common StockF4,F5,F6 | holding | — | — | — | 5,621,491 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RNGR Energy Services, LLC UnitsF5,F6,F7 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 5,621,491 | — | I |
Explanation of responses
- F1Ranger Energy Holdings, LLC (the "Ranger Reporting Person") does not have any direct or indirect beneficial ownership interest in any of these shares of Class A Common Stock and disclaims beneficial ownership therein.
- F21,325,261 of these shares are held directly by Ranger Energy Holdings II, LLC ("REH II"). Subject to the terms of the Amended and Restated Limited Liability Company Agreement of REH II, CSL Energy Holdings I, LLC ("CSL HI"), together with CSL Energy Holdings II, LLC, has the right to appoint the sole manager of REH II. CSL Energy Opportunity GP I, LLC (the "CSL Reporting Person") is the managing member of CSL HI. Therefore, CSL HI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by REH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
- F3313,125 of these shares are held directly by Torrent Energy Holdings II, LLC ("TEH II"). Subject to the terms of the Amended and Restated Limited Liability Company Agreement of TEH II, CSL HI is the sole managing member of TEH II. The CSL Reporting Person is the managing member of CSL HI. Therefore, CSL HI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
- F4Each share of Class B common stock has no economic rights, but entitles its holder to one vote on all matters to be voted on by stockholders generally.
- F54,482,641 of these shares are held directly by the Ranger Reporting Person. Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of the Ranger Reporting Person, CSL Energy Opportunities Fund I, L.P. ("CSL OI"), together with CSL Energy Opportunities Fund II, L.P., has the right to appoint managers of the Ranger Reporting Person, which managers hold the right to cast a majority of the votes entitled to be cast by all managers of the Ranger Reporting Person. The CSL Reporting Person is the general partner of CSL OI. Therefore, CSL OI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by the Ranger Reporting Person and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
- F61,138,850 of these shares are held directly by Torrent Energy Holdings, LLC ("TEH"). Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of TEH, CSL OI is the sole managing member of TEH. The CSL Reporting Person is the general partner of CSL OI. Therefore, CSL I and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
- F7Subject to the terms of the Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC ("Ranger LLC"), shares of the Class B common stock of the Issuer (together with a corresponding number of units issued by Ranger LLC) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of Ranger LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise of such exchange rights, subject to certain reclassification and retraction rights, as applicable.