Statement of Changes in Beneficial Ownership (4)
April 23 2019 - 4:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
B. Riley Financial, Inc.
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2. Issuer Name
and
Ticker or Trading Symbol
Ranger Energy Services, Inc.
[
RNGR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
21255 BURBANK BOULEVARD, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/18/2019
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(Street)
WOODLAND HILLS, CA 91367
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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4/18/2019
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S
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500
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D
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$7.655
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189046
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I
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See notes
(1)
(2)
(3)
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Class A Common Stock
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4/22/2019
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S
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3000
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D
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$7.4243
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186046
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I
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See notes
(1)
(2)
(3)
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Class A Common Stock
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4/23/2019
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S
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5272
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D
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$7.6056
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180774
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I
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See notes
(1)
(2)
(3)
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Class A Common Stock
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692266
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I
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See notes
(1)
(2)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic") and BR Dialectic Capital Management, LLC, a Delaware limited liability company ("BR Dialectic" and collectively, the "Filing Persons").
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(2)
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BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BR Dialectic is the general partner and investment manager of Dialectic. BRCM is the parent company of BR Dialectic and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by Dialectic. Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock"), of Ranger Energy Services, Inc., a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein.
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(3)
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Represents shares of Common Stock owned directly by BRPLP.
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(4)
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Represents shares of Common Stock owned directly by Dialectic.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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B. Riley Financial, Inc.
21255 BURBANK BOULEVARD, SUITE 400
WOODLAND HILLS, CA 91367
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X
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BRC Partners Opportunity Fund, LP
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA 90025
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X
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BRC Partners Management GP, LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA 90025
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X
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B. RILEY CAPITAL MANAGEMENT, LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA 90025
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X
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Dialectic Antithesis Partners, LP
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853
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X
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BR Dialectic Capital Management, LLC
119 ROWAYTON AVENUE, 2ND FLOOR
NORWALK, CT 06853
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X
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Signatures
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B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer
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4/23/2019
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**
Signature of Reporting Person
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Date
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BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer
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4/23/2019
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**
Signature of Reporting Person
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Date
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BRC Partners Management GP, LLC, by B Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer
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4/23/2019
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**
Signature of Reporting Person
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Date
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B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer
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4/23/2019
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**
Signature of Reporting Person
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Date
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Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager
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4/23/2019
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**
Signature of Reporting Person
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Date
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BR Dialectic Capital Management, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer
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4/23/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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