3//SEC Filing
STRONGHOLD ENERGY II OPERATING, LLC 3
Accession 0001104659-22-097577
CIK 0001384195other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 5:31 PM ET
Size
17.1 KB
Accession
0001104659-22-097577
Insider Transaction Report
Form 3
STRONGHOLD ENERGY II OPERATING, LLC
10% Owner
Holdings
- 21,339,986(indirect: See Footnotes)
Common Stock, $0.001 par value per share ("Common Stock")
- (indirect: See Footnotes)
Series A Convertible Preferred Stock
Exp: 2027-09-30→ Common Stock (42,548,903 underlying)
Footnotes (8)
- [F1]On July 1, 2022, Ring Energy, Inc (the "Issuer," "Ring" or the "Company") entered into a purchase and sale agreement with Stronghold Energy II Operating, LLC ("Stronghold OpCo") (the "Purchase Agreement"). In connection with the closing of the Purchase Agreement on August 31, 2022, Stronghold OpCo received the reported Common Stock and is the sole holder of record of such reported securities.
- [F2]In connection with the closing of the Purchase Agreement on August 31, 2022, Stronghold OpCo received the reported Series A Convertible Preferred Stock, $0.001 par value per share ("Preferred Stock") and is the sole holder of record of such reported securities. The shares of Preferred Stock directly or indirectly held by the Reporting Persons are subject to the terms and conditions of the Certificate of Designation filed on August 30, 2022 (the "Certificate of Designation"). 23,249 shares of Preferred Stock have been deposited in an escrow account to satisfy potential indemnity obligations of Stronghold OpCo pursuant to the Purchase Agreement. The Preferred Stock may not be converted into shares of Common Stock until such time as the date of requisite approval from holders of the Company under the NYSE American securities exchange rules.
- [F3]The initial conversion rate is 277.7778 shares of Common Stock for each share of Preferred Stock, subject to adjustment as set forth in the Certificate of Designation. If the shares of Preferred Stock remain outstanding on September 30, 2027, then the Company will be required to redeem all outstanding shares of Preferred Stock in cash as set forth in the Certificate of Designation.
- [F4]The reported securities are held directly by Stronghold OpCo. Stronghold Energy II Intermediate, LLC ("Stronghold Intermediate") is the managing member of Stronghold OpCo, and Stronghold Energy II Holdings, LLC ("Stronghold Holdings" and, collectively with Stronghold OpCo and Stronghold Intermediate, the "Stronghold Entities") is the managing member of Stronghold Intermediate. In connection with the closing of the Purchase Agreement, Stronghold OpCo received the right to designate two directors to serve on the Issuer's Board, subject to certain approval rights of the Issuer. One of the designated directors, Roy Ben-Dor, is a managing director of Warburg Pincus & Company US, LLC ("Warburg Pincus").
- [F5]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.
- [F6]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 4 and 5, collectively, the "Warburg Entities").
- [F7]The Warburg Entities collectively hold a majority of the membership interest in Stronghold Holdings. Each of the Stronghold Entities, Warburg Entities and Roy Ben-Dor, (collectively, the "Reporting Persons") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Stronghold and, therefore, a "ten percent holder" hereunder.
- [F8]Each of the Reporting Persons other than Stronghold OpCo 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 Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
RING ENERGY, INC.
CIK 0001384195
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001944796
Filing Metadata
- Form type
- 3
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 5:31 PM ET
- Size
- 17.1 KB