UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Ring Energy, Inc.
(Name of Issuer)
Class A common stock, par value $0.001 per share
(Title of Class of Securities)
76680V108
(CUSIP Number)
Harsha Marti
General Counsel
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 4, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Stronghold Energy II Operating, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
2
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Stronghold Energy II Intermediate, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
3
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Stronghold Energy II Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES
EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
0 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
4
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus & Company US, LLC. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
5
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Partners II (US), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
6
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus (E&P) Energy LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES
EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
7
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus (E&P) Energy GP, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
8
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Energy (E&P)-A, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES
EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
9
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
WP Energy Stronghold Holdings, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES
EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
10
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
WP Energy Partners Stronghold Holdings, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
11
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Energy (E&P) Partners-B, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
12
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Energy (E&P) Partners-A, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES
EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
13
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
14
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus (E&P) XII LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER OF SHARES EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
15
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus (E&P) XII, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
16
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus XII (E&P) Partners-2, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
17
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus XII (E&P) Partners-1, L.P.. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
18
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
WP XII Stronghold Holdings, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
19
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
WP XII (E&P) Partners (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
20
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
WP XII (E&P) Partners (B), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
21
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity (E&P) XII-E (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
22
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity (E&P) XII-D (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
23
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity (E&P) XII (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
PN | ||
24
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
25
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus & Co. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
26
SC 13D/A
| 1 | NAMES OF REPORTING PERSONS
Warburg Pincus LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS
OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER
OF WITH |
7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,120,643 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,120,643 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,120,643 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
27
SC 13D/A
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D (the “Amendment”) relates to the shares of Common Stock, $0.001 par value per share (“Common Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 1725 Hughes Landing Blvd. Suite 900, The Woodlands, Texas 77380. This Amendment amends the Schedule 13D (the “Original Schedule 13D”), Amendment No. 1, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022 (“Amendment No. 1”), and Amendment No. 2, filed with the SEC on August 25, 2023 (“Amendment No. 2,” and together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended as follows:
(a)– (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 195,630,301 shares of Common Stock outstanding as of November 2, 2023, as reported on the Issuer’s Form 10-Q filed with the SEC on November 2, 2023.
After a distribution on September 11, 2023 of 874,210 shares of Common Stock to the former members of its management team, on March 4, 2024, the remaining 46,120,643 shares of Common Stock previously reported as directly held by Stronghold OpCo were distributed to its members (the “Distribution”), all of which are entities affiliated with Warburg Pincus & Company US, LLC (“Warburg Pincus”) that previously reported indirect beneficial ownership of the reported securities. Following the Distribution, the reported securities are directly held as follows: Warburg Pincus Energy (E&P)-A, L.P. directly holds 13,019,858 Common Shares; WP Energy Stronghold Holdings, L.P. directly holds 8,308,634 Common Shares; WP Energy Partners Stronghold Holdings, L.P. directly holds 680,279 Common Shares; Warburg Pincus Energy (E&P) Partners-A, LP directly holds 786,357 Common Shares; Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC directly holds 265,194 Common Shares; Warburg Pincus Private Equity (E&P) XII (A), L.P. directly holds 8,427,394 Common Shares; Warburg Pincus Private Equity (E&P) XII-D (A), L.P. directly holds 202,239 Common Shares; Warburg Pincus Private Equity (E&P) XII-E (A), L.P. directly holds 306,010 Common Shares; WP XII (E&P) Partners (A), L.P. directly holds 551,142 Common Shares; WP XII Stronghold Holdings, L.P. directly holds 12,023,421 Common Shares; Warburg Pincus XII (E&P) Partners-1, L.P. directly holds 1,418,210 Common Shares; and Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC directly holds 131,905 Common Shares.
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. 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., WP XII (E&P) Partners (B), 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 this paragraph, collectively, the “Warburg Entities”). In such capacities, each of the Warburg Entities may be deemed to beneficially own the reported securities.
Each of the Reporting Persons 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 13 or for any other purposes.
(c) Except for the Distribution, the Reporting Persons have not effected any transactions related to the Common Shares in the past 60 days.
(d) None.
(e) As a result of the Distribution, as of March 4, 2024, each of (i) Stronghold OpCo, (ii) Stronghold Energy II Intermediate, LLC, and (iii) Stronghold Energy II Holdings, LLC ceased to be the beneficial owner of any shares of the Issuer’s outstanding Common Stock.
Item 7. Materials to be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Schedule 13D filed with the SEC on September 12, 2022). |
28
SC 13D/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 6, 2024
| STRONGHOLD ENERGY II OPERATING, LLC | ||
| By: | Stronghold Energy Intermediate LLC | |
| By: | /s/ David Sreter | |
| Name: | David Sreter | |
| Title: | Authorized Signatory | |
29