| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RING ENERGY, INC. [ REI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/18/2024 | S | 6,200,000(1) | D | $1.64 | 39,920,643(1)(2) | I | See Footnotes(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities sold and held after the reported transaction consist of shares of common stock, par value $0.001 of the Issuer (the "Common Stock") previously received by the reporting persons in a pro rata distribution for no consideration by Stronghold Energy II Operating LLC on March 6, 2024, the receipt of which was exempt from reporting pursuant to Rule 16a-9. |
| 2. Following the reported transaction, the shares of Common Stock are directly held as follows: 11,269,598 by Warburg Pincus Energy (E&P)-A, L.P.; 7,191,704 by WP Energy Stronghold Holdings, L.P.; 588,829 by WP Energy Partners Stronghold Holdings, L.P.; 680,647 by Warburg Pincus Energy (E&P) Partners-A, LP; 229,544 by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 7,294,499 by Warburg Pincus Private Equity (E&P) XII (A), L.P.; 175,052 by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 264,873 by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.; 477,052 by WP XII (E&P) Partners (A), L.P.; 10,407,112 by WP XII Stronghold Holdings, L.P.; 1,227,560 by Warburg Pincus XII (E&P) Partners-1, L.P.; and 114,173 by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC. |
| 3. Warburg Pincus & Company US, LLC ("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. (continued in footnote 4) |
| 4. (continued from footnote 3) 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., 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 these footnotes 2 and 3, collectively, the "Warburg Entities"). |
| 5. Each of the Warburg Entities 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 Warburg Entities are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| This report is filed as form 1 of 2 to report related transactions for the following filers: 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 Stronghold Holdings, L.P., Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (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 XII (E&P) Partners-2 Stronghold, LLC, Warburg Pincus Energy (E&P) Partners-B, L.P., Warburg Pincus Partners II (US), L.P., Warburg Pincus & Company US, LLC, Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) Energy GP, L.P.. |
| Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus Partners II (US), L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus (E&P) Energy LLC, By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus (E&P) Energy GP, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus Energy (E&P)-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| WP Energy Stronghold Holdings, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| WP Energy Partners Stronghold Holdings, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus Energy (E&P) Partners-B, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus Energy (E&P) Partners-A, L.P., By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC, By: Warburg Pincus & Company US, LLC, By: /s/ David Sreter, Authorized Signatory | 09/20/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||