0001078782-12-001750.txt : 20120709 0001078782-12-001750.hdr.sgml : 20120709 20120709162713 ACCESSION NUMBER: 0001078782-12-001750 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120709 DATE AS OF CHANGE: 20120709 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rochford Living Trust Lloyd Timothy Rochford, Trustee CENTRAL INDEX KEY: 0001307230 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5 CLANCY LANE SOUTH CITY: RANCHO MIRAGE STATE: CA ZIP: 92270 FORMER COMPANY: FORMER CONFORMED NAME: Rochford Lloyd Timothy DATE OF NAME CHANGE: 20041028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RING ENERGY, INC. CENTRAL INDEX KEY: 0001384195 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980495938 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86902 FILM NUMBER: 12953591 BUSINESS ADDRESS: STREET 1: 6555 SOUTH LEWIS STREET CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918-499-3880 MAIL ADDRESS: STREET 1: 6555 SOUTH LEWIS STREET CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: Transglobal Mining Corp. DATE OF NAME CHANGE: 20070425 FORMER COMPANY: FORMER CONFORMED NAME: Blanca Corp. DATE OF NAME CHANGE: 20061220 SC 13D 1 f13d070912_sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ____)


Ring Energy, Inc.

(Name of Issuer)

 

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

 

76680V108

(CUSIP Number)

 

L. Timothy Rochford

14 Strauss Terrace

Rancho Mirage, CA 92270

(760) 346-5961

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 28, 2012

(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 which 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 Rule 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 (the “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).



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1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

L. TIMOTHY ROCHFORD

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(A)      .

(B)  X .

 

3

SEC USE ONLY

4

SOURCE OF FUNDS*

SC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     


2,444,667 SHARES

8

 

 

SHARED VOTING POWER

 

 272,057  SHARES

 

9

 

 

SOLE DISPOSITIVE POWER    


2,444,667 SHARES

 

10

 

SHARED DISPOSITIVE POWER

 

272,057 SHARES

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,716,724 SHARES

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.9%

14

TYPE OF REPORTING PERSON*

IN




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ITEM 1.  SECURITY AND ISSUER.


This statement relates to shares of Common Stock, $0.001 par value per share (the “Common Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6555 South Lewis Street, Tulsa, OK 74136.


ITEM 2.  IDENTITY AND BACKGROUND.


This Schedule 13D Statement is hereby filed L. Timothy Rochford (the “Reporting Person”).


The residence address of the Reporting Person is 14 Strauss Terrace, Rancho Mirage, CA 92270.


Mr. Rochford is the Trustee of Rochford Foundation (the “Foundation”) which owns 272,057 shares of the Issuer.  Due to his relationship to the Foundation, L. Timothy Rochford may be deemed to have shared voting and investment power with respect to the shares of Common Stock beneficially owned by the Foundation.  As such, Mr. Rochford may be deemed to have shared beneficial ownership over such shares of Common Stock.  Mr. Rochford, however, disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein.


Mr. Rochford is an officer and a director of Stanford Energy, Inc. (“Stanford”), a wholly owned subsidiary of the Issuer engaged in the oil and gas business and located at 6555 South Lewis Street, Tulsa, OK 74136.


During the last five years, the Reporting Persons (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or, (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Mr. Rochford is a citizen of the United States.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.


On June 28, 2012, the reporting person acquired 2,220,000 shares of Common Stock in exchange for all of the shares of Stanford owned by the Reporting Person.  These shares were issued in connection with the closing of a Stock-for-Stock Exchange Agreement dated May 3, 2012, (the “Exchange Agreement”) among the Issuer, Stanford, and the shareholders of Stanford, including the Reporting Person.  The shares were issued into a revocable living trust of Mr. Rochford.  As a result of the closing of the Exchange Agreement, Stanford became a wholly owned subsidiary of the Issuer.  In addition, the Issuer assumed the obligation at closing to grant options to Mr. Rochford to purchase up to 100,000 shares of the Issuer’s common stock.  The ten-year options vest 20% on each anniversary date of the original option grant by Stanford on December 1, 2011.


Prior to the closing of the Exchange Agreement, the Reporting Person purchased 224,667 shares of Common stock in private transactions and the Foundation acquired 272,057 shares of Common Stock in private transactions.


ITEM 4.  PURPOSE OF TRANSACTION.


The purpose of the transaction described in response to Item 3 above was to obtain or exercise some measure of control over the Issuer.  The Reporting Person, who is also the chief executive officer and a director of Stanford, plans to assist the Issuer in managing its oil and gas business and to continue to manage the oil and gas business of Stanford.  The Reporting Persons also propose to assist the Issuer in raising funds to satisfy current and future obligations of the Issuer.  In connection with the closing of the Exchange Agreement, the Issuer appointed Mr. Rochford a director of the Issuer.


The Reporting Person holds ten-year options to purchase an additional 100,000 shares of Common Stock at $2.00 per share.  The options vest at the rate of 20% per year commencing on December 31, 2012.



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Except to the extent provided in this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.


Pursuant to Rule 13d-3(a), at the close of business on June 28, 2012, the Issuer had 10,083,328 shares of Common Stock issued and outstanding, of which 2,716,724 are beneficially owned by the Reporting Person.  After the consummation of the transactions described in Item 3 of this Schedule 13D, the Reporting Person has sole power to vote and direct the disposition of 2,444,667 shares of Common Stock and has shared power to vote and direct the disposition of 272,057 shares of Common Stock, which in the aggregate constitutes approximately 26.9% of the outstanding shares.  The Reporting Person has not effected any transactions in the Common Stock during the past 60 days, except as described in this Schedule 13D. 


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.


None


ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.


Stock-for-Stock Exchange Agreement dated May 3, 2012, incorporated here by reference to Exhibit 2.1 of Form 8-K filed by the Issuer on July 5, 2012.



SIGNATURES

 

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: July 9, 2012

  

/s/ L. Timothy Rochford

  

 

L. Timothy Rochford

 

        



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