Filing Details
- Accession Number:
- 0001104659-23-095395
- Form Type:
- 13D Filing
- Publication Date:
- 2023-08-24 20:00:00
- Filed By:
- Stronghold Energy Ii Operating, Llc
- Company:
- Ring Energy Inc. (OTC:REI)
- Filing Date:
- 2023-08-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Stronghold Energy II Operating | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Stronghold Energy II Intermediate | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Stronghold Energy II Holdings | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Company US | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Partners II (US) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus (E P) Energy | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus (E P) Energy GP | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Energy (E P)-A | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| WP Energy Stronghold Holdings | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| WP Energy Partners Stronghold Holdings | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Energy (E P) Partners-B | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Energy (E P) Partners-A | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Energy (E P) Partners-B Stronghold | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus (E P) XII | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus (E P) XII | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus XII (E P) Partners | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus XII (E P) Partners-1 | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| WP XII Stronghold Holdings | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| WP XII (E P) Partners (A) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| WP XII (E P) Partners (B) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Private Equity (E P) XII-E (A) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Private Equity (E P) XII-D (A) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Private Equity (E P) XII (A) | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus XII (E P) Partners | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus Co | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
| Warburg Pincus | 0 | 46,994,853 | 0 | 46,994,853 | 46,994,853 | 24.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 9, 2023
(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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 (b) ¨ (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 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 (c) ¨ (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 | |
| 8 | SHARED VOTING POWER
46,994,853 | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
46,994,853 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,994,853 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.1% | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
27
SC 13D/A
Item 1. Security and Issuer.
This Amendment No. 2 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”) and Amendment No. 1, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022 (“Amendment No. 1,” and together with the Original Schedule 13D, the “Schedule 13D”), to report and reflect the sale of 12,600,000 shares of the Issuer’s Common Stock filed with the SEC by certain of the Reporting Persons (as defined below) on August 9, 2023. 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 2. Identity and Background.
This Schedule 13D is being jointly filed by the following entities (each, a “Reporting Person” and collectively, the “Reporting Persons”):
Stronghold Energy II Operating, LLC (“Stronghold OpCo”)
Stronghold Energy II Intermediate, LLC (“Stronghold Intermediate”)
Stronghold Energy II Holdings, LLC (“Stronghold Holdings”)
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 (E&P) Partners (B), L.P.
WP XII Stronghold Holdings, L.P.
Warburg Pincus XII (E&P) Partners-1, L.P.
Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC
Warburg Pincus Energy (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 Partners II (US), L.P.
Warburg Pincus & Company US, LLC (“Warburg Pincus”)
Warburg Pincus (E&P) Energy GP, L.P.
Warburg Pincus (E&P) Energy LLC
Warburg Pincus & Co.
Warburg Pincus LLC
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. A Joint Filing Agreement among the Reporting Persons is attached here to as Exhibit 1.
Each of the Reporting Persons, except for Warburg Pincus & Company US, LLC and Warburg Pincus LLC, is organized under the laws of the state of Delaware. Warburg Pincus & Company US, LLC and Warburg Pincus LLC is organized under the laws of the state of New York.
The general partners and members (collectively, the “Related Persons”) of Warburg Pincus & Co. and Warburg Pincus LLC are set forth in Schedule I hereto, including each Related Person’s present principal occupation, which is incorporated herein by reference. The Warburg Entities (as defined below) are principally engaged in the business of investing in securities, including securities of the Issuer. Except as otherwise set forth in Schedule I, the principal business address of the Related Persons and the Warburg Entities is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated 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 195,356,773 shares of Common Stock outstanding as of August 3, 2023, as reported on the Issuer’s Form 10-Q filed with the SEC on August 3, 2023.
The reported securities are held directly by Stronghold OpCo. 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.
| 28 |
SC 13D/A
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”).
The Warburg Entities collectively hold a majority of the membership interests 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 13 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 “five percent holder” hereunder.
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 other than Stronghold OpCo are the beneficial owners of such securities for purposes of Section 13 or for any other purposes.
The Reporting Persons other than Stronghold OpCo expressly disclaim any such beneficial ownership.
(c) On August 9, 2023, 12,600,000 shares were sold by Stronghold Opco in a block trade for aggregate proceeds of $25,900,000.
(d) None.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
| Exhibit 6 | Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Schedule 13D filed with the SEC on September 12, 2022). |
29
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: August 25, 2023
| STRONGHOLD ENERGY II OPERATING, LLC | ||
| By: | Stronghold Energy Intermediate LLC | |
| By: | /s/ David Sreter | |
| Name: | David Sreter | |
| Title: | Authorized Signatory | |
30
SC 13D/A
Schedule I
Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.
GENERAL PARTNERS OF WP
| NAME | PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES | |
| Gregory C. Baecher | Partner of WP; Member and Managing Director of WP LLC | |
| Roy Ben-Dor | Partner of WP; Member and Managing Director of WP LLC | |
| Damon Beyer | Partner of WP; Member and Managing Director of WP LLC | |
| Anthony Robert Buonanno | Partner of WP; Member and Managing Director of WP LLC | |
| Thomas Carella | Partner of WP; Member and Managing Director of WP LLC | |
| Brian Chang | Partner of WP; Member and Managing Director of WP LLC | |
| Ruoxi Chen | Partner of WP; Member and Managing Director of WP LLC | |
| Mark M. Colodny | Partner of WP; Member and Managing Director of WP LLC | |
| Casey Ryan Dalton | Partner of WP; Member and Managing Director of WP LLC | |
| Cary J. Davis | Partner of WP; Member and Managing Director of WP LLC | |
| Peter Deming | Partner of WP; Member and Managing Director of WP LLC | |
| Adrienne Filipov | Partner of WP; Member and Managing Director of WP LLC | |
| Eric Friedman | Partner of WP; Member and Managing Director of WP LLC | |
| Timothy F. Geithner | Partner of WP; Member, Managing Director and President of WP LLC | |
| Stephanie Geveda | Partner of WP; Member and Managing Director of WP LLC | |
| Steven G. Glenn | Partner of WP; Member and Managing Director of WP LLC | |
| Jeffrey Goldfaden | Partner of WP; Member and Managing Director of WP LLC | |
| Edward Y. Huang | Partner of WP; Member and Managing Director of WP LLC | |
| Peter R. Kagan | Partner of WP; Member and Managing Director of WP LLC | |
| Charles R. Kaye | Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC | |
| Deborah Kerr | Partner of WP; Member and Managing Director of WP LLC | |
| Amr Kronfol | Partner of WP; Member and Managing Director of WP LLC | |
| Rajveer Kushwaha | Partner of WP; Member and Managing Director of WP LLC | |
| Zachary D. Lazar | Partner of WP; Member and Managing Director of WP LLC | |
| Harsha Marti | Partner of WP; Member and Managing Director of WP LLC | |
| Michael Martin | Partner of WP; Member and Managing Director of WP LLC | |
| Vishnu Menon | Partner of WP; Member and Managing Director of WP LLC | |
| Douglas Musicaro | Partner of WP; Member and Managing Director of WP LLC | |
| James Neary | Partner of WP; Member and Managing Director of WP LLC | |
| James O’Gara | Partner of WP; Member and Managing Director of WP LLC | |
| Parag K. Gupta | Partner of WP; Member and Managing Director of WP LLC | |
| Michael Pan | Partner of WP; Member and Managing Director of WP LLC | |
| Andrew Park | Partner of WP; Member and Managing Director of WP LLC | |
| Jeffrey Perlman | Partner of WP; Member and Managing Director of WP LLC | |
| Chandler Reedy | Partner of WP; Member and Managing Director of WP LLC | |
| John Rowan | Partner of WP; Member and Managing Director of WP LLC | |
| Justin L. Sadrian | Partner of WP; Member and Managing Director of WP LLC | |
| Adarsh Sarma | Partner of WP; Member and Managing Director of WP LLC | |
| John W. Shearburn | Partner of WP; Member and Managing Director of WP LLC |
| 31 |
SC 13D/A
| Ashutosh Somani | Partner of WP; Member and Managing Director of WP LLC | |
| David Sreter | Partner of WP; Member and Managing Director of WP LLC | |
| Jeffrey Stein | Partner of WP; Member and Managing Director of WP LLC | |
| Alexander Stratoudakis | Partner of WP; Member and Managing Director of WP LLC | |
| Jacob Strauss | Partner of WP; Member and Managing Director of WP LLC | |
| Christopher H. Turner | Partner of WP; Member and Managing Director of WP LLC | |
| James W. Wilson | Partner of WP; Member and Managing Director of WP LLC | |
| Daniel Zamlong | Partner of WP; Member and Managing Director of WP LLC | |
| Daniel Zilberman | Partner of WP; Member and Managing Director of WP LLC | |
|
WP & Co. Partners, L.P.* | ||
| Warburg Pincus Principal Partnership, L.P.** |
* New York limited partnership; primary activity is ownership interest in WP
** Delaware limited partnership; primary activity is ownership interest in WP
MEMBERS OF WP LLC
| NAME | PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES | |
| Saurabh Agarwal (1) | Member and Managing Director of WP LLC | |
| Jonas Agesand (2) | Member and Managing Director of WP LLC | |
| Gregory C. Baecher | Member and Managing Director of WP LLC; Partner of WP | |
| Roy Ben-Dor | Member and Managing Director of WP LLC; Partner of WP | |
| Damon Beyer | Member and Managing Director of WP LLC; Partner of WP | |
| Anthony Robert Buonanno | Member and Managing Director of WP LLC; Partner of WP | |
| Thomas Carella | Member and Managing Director of WP LLC; Partner of WP | |
| Brian Chang | Member and Managing Director of WP LLC; Partner of WP | |
| Ruoxi Chen | Member and Managing Director of WP LLC; Partner of WP | |
| Julian Cheng (5) | Member and Managing Director of WP LLC | |
| Mark M. Colodny | Member and Managing Director of WP LLC; Partner of WP | |
| Casey Ryan Dalton | Member and Managing Director of WP LLC; Partner of WP | |
| Cary J. Davis | Member and Managing Director of WP LLC; Partner of WP | |
| Peter Deming | Member and Managing Director of WP LLC; Partner of WP | |
| Yi Ding (4) | Member and Managing Director of WP LLC | |
| Yilong Du (5) | Member and Managing Director of WP LLC | |
| Min Fang (4) | Member and Managing Director of WP LLC | |
| Adrienne Filipov | Member and Managing Director of WP LLC; Partner of WP | |
| Max Fowinkel (3) | Member and Managing Director of WP LLC | |
| Eric Friedman | Member and Managing Director of WP LLC; Partner of WP | |
| Timothy F. Geithner | Member, Managing Director and President of WP LLC; Partner of WP | |
| Stephanie Geveda | Member and Managing Director of WP LLC; Partner of WP | |
| Steven G. Glenn | Member and Managing Director of WP LLC; Partner of WP | |
| Jeffrey G. Goldfaden | Member and Managing Director of WP LLC; Partner of WP | |
| Parag K. Gupta | Member and Managing Director of WP LLC; Partner of WP | |
| Edward Y. Huang | Member and Managing Director of WP LLC; Partner of WP |
| 32 |
SC 13D/A
| Faisal Jamil (6) | Member and Managing Director of WP LLC | |
| Peter R. Kagan | Member and Managing Director of WP LLC; Partner of WP | |
| Charles R. Kaye | Managing Member and Chief Executive Officer of WP LLC; Managing General Partner of WP | |
| Deborah Kerr | Member and Managing Director of WP LLC; Partner of WP | |
| Amr Kronfol | Member and Managing Director of WP LLC; Partner of WP | |
| Rajveer Kushwaha | Member and Managing Director of WP LLC; Partner of WP | |
| Zachary D. Lazar | Member and Managing Director of WP LLC; Partner of WP | |
| Vishal Mahadevia | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
| Harsha Marti | Member and Managing Director of WP LLC; Partner of WP | |
| Michael Martin | Member and Managing Director of WP LLC; Partner of WP | |
| Vishnu Menon | Member and Managing Director of WP LLC; Partner of WP | |
| Piero Minardi (7) | Member and Managing Director of WP LLC | |
| Henrique Muramoto (8) | Member and Managing Director of WP LLC | |
| Douglas Musicaro | Member and Managing Director of WP LLC; Partner of WP | |
| James Neary | Member and Managing Director of WP LLC; Partner of WP | |
| Hoi Ying Ng (5) | Member and Managing Director of WP LLC | |
| René Obermann (3) | Member and Managing Director of WP LLC | |
| James O’Gara | Member and Managing Director of WP LLC; Partner of WP | |
| Narendra Ostawal (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
| Michael Pan | Member and Managing Director of WP LLC; Partner of WP | |
| Andrew Park | Member and Managing Director of WP LLC; Partner of WP | |
| Jeffrey Perlman | Member and Managing Director of WP LLC; Partner of WP | |
| Flavio Porciani (3) | Member and Managing Director of WP LLC | |
| Chandler Reedy | Member and Managing Director of WP LLC; Partner of WP | |
| David Reis (3) | Member and Managing Director of WP LLC | |
| John Rowan | Member and Managing Director of WP LLC; Partner of WP | |
| Justin L. Sadrian | Member and Managing Director of WP LLC; Partner of WP | |
| Anish Saraf (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
| Adarsh Sarma | Member and Managing Director of WP LLC; Partner of WP | |
| Viraj Sawhney (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
| John W. Shearburn | Member and Managing Director of WP LLC; Partner of WP | |
| Leo Long Shi (4) | Member and Managing Director of WP LLC | |
| Ashutosh Somani | Member and Managing Director of WP LLC; Partner of WP | |
| David Sreter | Member and Managing Director of WP LLC; Partner of WP | |
| Jeffrey Stein | Member and Managing Director of WP LLC; Partner of WP | |
| Alexander Stratoudakis | Member and Managing Director of WP LLC; Partner of WP | |
| Jacob Strauss | Member and Managing Director of WP LLC; Partner of WP | |
| Michael Thompson (6) | Member and Managing Director of WP LLC | |
| Christopher H. Turner | Member and Managing Director of WP LLC; Partner of WP | |
| Zhen Wei (5) | Member and Managing Director of WP LLC | |
| James W. Wilson | Member and Managing Director of WP LLC; Partner of WP | |
| Bo Xu (4) | Member and Managing Director of WP LLC | |
| Daniel Zamlong | Member and Managing Director of WP LLC; Partner of WP | |
| Lei Zhang (4) | Member and Managing Director of WP LLC | |
| Qiqi Zhang (4) | Member and Managing Director of WP LLC | |
| Langlang Zhou (4) | Member and Managing Director of WP LLC | |
| Lilian Zhu (4) | Member and Managing Director of WP LLC | |
| Daniel Zilberman | Member and Managing Director of WP LLC; Partner of WP |
(1) Citizen of India
(2) Citizen of Sweden
(3) Citizen of Germany
(4) Citizen of China
(5) Citizen of Hong Kong
(6) Citizen of United Kingdom
(7) Citizen of Italy
(8) Citizen of Brazil
As of August 25, 2023.
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