0000943663-16-000485.txt : 20160930 0000943663-16-000485.hdr.sgml : 20160930 20160930214807 ACCESSION NUMBER: 0000943663-16-000485 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160807 FILED AS OF DATE: 20160930 DATE AS OF CHANGE: 20160930 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RANGE RESOURCES CORP CENTRAL INDEX KEY: 0000315852 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 341312571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 THROCKMORTON STE. 1200 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-870-2601 MAIL ADDRESS: STREET 1: 100 THROCKMORTON STE. 1200 CITY: FT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: LOMAK PETROLEUM INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Settles Kenneth L Jr CENTRAL INDEX KEY: 0001685658 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12209 FILM NUMBER: 161914293 MAIL ADDRESS: STREET 1: 1 CALIFORNIA STREET, SUITE 3050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davis MacKenzie B CENTRAL INDEX KEY: 0001685657 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12209 FILM NUMBER: 161914294 MAIL ADDRESS: STREET 1: 1 CALIFORNIA STREET, SUITE 3050 CITY: SAN FRANCISCO STATE: CA ZIP: 941111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SailingStone Holdings LLC CENTRAL INDEX KEY: 0001685655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12209 FILM NUMBER: 161914295 BUSINESS ADDRESS: STREET 1: 1 CALIFORNIA STREET, SUITE 3050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.429.5178 MAIL ADDRESS: STREET 1: 1 CALIFORNIA STREET, SUITE 3050 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SailingStone Capital Partners LLC CENTRAL INDEX KEY: 0001608904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12209 FILM NUMBER: 161914296 BUSINESS ADDRESS: STREET 1: ONE CALIFORNIA STREET STREET 2: 30TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 429-5178 MAIL ADDRESS: STREET 1: ONE CALIFORNIA STREET STREET 2: 30TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 3 1 form3.xml FORM 3 X0206 3 2016-08-07 0 0000315852 RANGE RESOURCES CORP RRC 0001608904 SailingStone Capital Partners LLC 1 CALIFORNIA STREET, SUITE 3050 SAN FRANCISCO CA 94111 true 0001685655 SailingStone Holdings LLC 1 CALIFORNIA STREET, SUITE 3050 SAN FRANCISCO CA 94111 true 0001685657 Davis MacKenzie B 1 CALIFORNIA STREET, SUITE 3050 SAN FRANCISCO CA 941111 true 0001685658 Settles Kenneth L Jr 1 CALIFORNIA STREET, SUITE 3050 SAN FRANCISCO CA 94111 true Common Stock, par value $0.01 23639 I By: SAILINGSTONE GLOBAL NATURAL RESOURCES FUND, L.P. On August 7, 2016, the Reporting Persons entered into a Voting Support and Nomination Agreement (the "Agreement") with Range Resources Corporation (the "Company") pursuant to which the parties thereto agreed (i) to cooperate with each other to identify one new independent director to be appointed to the Company's board of directors who is mutually agreeable to the board and the Reporting Persons; (ii) that the Company would implement a Stockholder Engagement Policy (as defined in the Agreement); and (iii) that the Company would implement Additional Performance Criteria (as defined in the Agreement ). Prior to this date, for the purposes of Section 16, the Reporting Persons did not beneficially own more than 10% of any class of the Company's equity securities due to exemptions under Rule 16a-1(a)(1)(v) and Rule 16a-1(a)(1)(vii), as applicable, for shares of the Company held in accounts for which SailingStone Capital Partners LLC serves as investment adviser. Kenneth Settles holds approximately 0.89% of the limited partnership interests of SailingStone Global Natural Resources Fund, L.P. a Delaware limited partnership ("GNR Fund"), and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by GNR Fund, or 10,467 shares. MacKenzie Davis holds approximately 1.12% of the limited partnership interests of GNR Fund and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by GNR Fund, or 13,172 shares. Each of the Reporting Persons (other than Kenneth Settles and MacKenzie Davis to the extent set forth above), hereby disclaims beneficial ownership of the shares held by GNR Fund pursuant to Rule 16a-1(a)(4) under the 1934 and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purpose. SailingStone Capital Partners LLC, By: /s/ Kathlyne Kiaie, Chief Compliance Officer 2016-09-30 /s/ Kenneth L. Settles Jr. 2016-09-30 /s/ MacKenzie B. Davis 2016-09-30 SailingStone Holdings LLC, By: /s/ MacKenzie B. Davis, Managing Member 2016-09-30