0001193125-19-112379.txt : 20190419 0001193125-19-112379.hdr.sgml : 20190419 20190419161555 ACCESSION NUMBER: 0001193125-19-112379 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190419 DATE AS OF CHANGE: 20190419 GROUP MEMBERS: WISHBONE ENERGY PARTNERS, LLC 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86902 FILM NUMBER: 19758076 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VANLOH S WIL JR CENTRAL INDEX KEY: 0001098463 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 SC 13G 1 d738350dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Ring Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

76680V 108

(CUSIP Number)

April 9, 2019

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

CUSIP NO. 76680V 108  

 

  1    

Name of Reporting Person

 

Wishbone Energy Partners, LLC

  2    

Check the Appropriate Box if a Member of a Group

(a):  ☐        (b):  ☐

 

  3    

SEC Use Only

 

  4    

Citizenship or Place of Organization

 

Delaware

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

with  

    5     

Sole Voting Power

 

2,042,930(1)(2)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

4,581,001(1)

   8   

Shared Dispositive Power

 

0

  9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,581,001(1)

10  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.8%(3)

12  

Type of Reporting Person

 

OO (Limited Liability Company)

 

(1)

Q-Wishbone (V) Investment Partners, LLC (“Q-Wishbone”) has the right to appoint a majority of the members of the board of directors of Wishbone Energy Partners, LLC (“WEP”). QEM V, LLC (“QEM V LLC”) is the managing member of Q-Wishbone. Q-Wishbone and QEM V LLC may be deemed to share voting and dispositive power over the securities held by WEP and may also be deemed to be the beneficial owner of these securities. Q-Wishbone and QEM V LLC disclaim beneficial ownership of such securities in excess of their pecuniary interest in the securities.

(2)

Does not include 2,538,071 shares held in escrow to satisfy potential indemnification claims associated with the transactions pursuant to which the reporting persons acquired the shares reported herein. During such time as such shares are held in escrow, the reporting persons have no voting rights with respect thereto.

(3)

Based on an aggregate of 67,810,711 shares of common stock, including (i) 63,229,710 shares of common stock outstanding as of March 14, 2019, as set forth in the Issuer’s Registration Statement on Form S-3/A, filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2019, and (ii) the 4,581,001 shares reported herein, which were issued on April 9, 2019.

CUSIP NO. 76680V 108  

 

  1    

Name of Reporting Person

 

S. Wil VanLoh, Jr.

  2  

Check the Appropriate Box if a Member of a Group

(a):  ☐        (b):  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

with  

    5     

Sole Voting Power

 

2,042,930(1)(2)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

4,581,001(1)

   8   

Shared Dispositive Power

 

0

  9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,581,001(1)

10  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐

 

11  

Percent of Class Represented by Amount in Row (9)

 

6.8%(3)

12  

Type of Reporting Person

 

IN

 

(1)

Any decision taken by QEM V LLC to vote, or to direct the voting of, and to dispose, or to direct the disposition of, the securities held by WEP would require the approval of a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by WEP and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.

(2)

Does not include 2,538,071 shares held in escrow to satisfy potential indemnification claims associated with the transactions pursuant to which the reporting persons acquired the shares reported herein. During such time as such shares are held in escrow, the reporting persons have no voting rights with respect thereto.

(3)

Based on an aggregate of 67,810,711 shares of common stock, including (i) 63,229,710 shares of common stock outstanding as of March 14, 2019, as set forth in the Issuer’s Registration Statement on Form S-3/A, filed with the SEC on March 15, 2019, and (ii) the 4,581,001 shares reported herein, which were issued on April 9, 2019.

Item 1(a).

Name of issuer:

Ring Energy, Inc., a Nevada corporation.

 

Item 1(b).

Address of issuer’s principal executive offices:

901 West Wall St. 3rd Floor

Midland, TX

 

Item 2(a).

Names of persons filing:

(i)    Wishbone Energy Partners, LLC

(ii)    S. Wil VanLoh, Jr.

 

Item 2(b).

Address or principal business office or, if none, residence:

1401 McKinney Street, Suite 2700

Houston, Texas 77010

 

Item 2(c).

Citizenship:

(i)    Wishbone Energy Partners, LLC is organized under the laws of the State of Delaware.

(ii)    S. Wil VanLoh, Jr. is a citizen of the United States.

 

Item 2(d).

Title of class of securities:

Common stock, par value $0.001 per share, of the Issuer.

 

Item 2(e).

CUSIP number:

76680V 108

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership:

The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.

 

Item 5.

Ownership of five percent or less of a class:

Not applicable.

 

Item 6.

Ownership of more than five percent on behalf of another person:

Not applicable.

 

Item 7.

Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:

Not applicable.

Item 8.

Identification and classification of members of the group:

Not applicable.

 

Item 9.

Notice of dissolution of group:

Not applicable.

 

Item 10.

Certifications:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: April 19, 2019

 

WISHBONE ENERGY PARTNERS, LLC
By:  

/s/ H. Craig Clark

Name:   H. Craig Clark
Title:   Chief Executive Officer and President
S. WIL VANLOH, JR.
By:  

/s/ S. Wil VanLoh, Jr.

Name:   S. Wil VanLoh, Jr.

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Joint Filing Agreement dated April 19, 2019.
 EX-99.1 2 d738350dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Ring Energy, Inc., a Nevada corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, each of the undersigned hereby executes this Joint Filing Agreement as of April 19, 2019.

 

WISHBONE ENERGY PARTNERS, LLC
By:  

/s/ H. Craig Clark

Name:   H. Craig Clark
Title:   Chief Executive Officer and President
S. WIL VANLOH, JR.
By:  

/s/ S. Wil VanLoh, Jr.

  S. Wil VanLoh, Jr.

[Joint Filing Agreement – Exhibit 99.1]