SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CSL Energy Opportunity GP I, LLC

(Last) (First) (Middle)
1000 LOUISIANA STREET, SUITE 3850

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ranger Energy Services, Inc. [ RNGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/16/2017 P 612,069(1) A $14.5 2,250,455(1)(2)(3) I See Footnotes(1)(2)(3)
Class B Common Stock(4) 5,621,491(5)(6) I See Footnotes(5)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RNGR Energy Services, LLC Units $0.00 (7) (7) Class A Common Stock 5,621,491 5,621,491(5)(6) I See Footnotes(5)(6)
Explanation of Responses:
1. 612,069 shares were purchased pursuant to the initial public offering of Ranger Energy Services, Inc. (the "Issuer") and are held by CSL Energy Opportunities Master Fund, LLC ("CSL MF"). CSL Energy Opportunity GP I, LLC (the "Reporting Person") is the managing member of CSL MF. Therefore, the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these shares in excess of its pecuniary interest therein.
2. 1,325,261 of these shares are held directly by Ranger Energy Holdings II, LLC ("REH II"). Subject to the terms of the Amended and Restated Limited Liability Company Agreement of REH II, CSL Energy Holdings I, LLC ("CSL HI"), together with CSL Energy Holdings II, LLC, has the right to appoint the sole manager of REH II. The Reporting Person is the managing member of CSL HI. Therefore, CSL HI and the Reporting Person may be deemed to share voting and dispositive power over the shares held by REH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
3. 313,125 of these shares are held directly by Torrent Energy Holdings II, LLC ("TEH II"). Subject to the terms of the Amended and Restated Limited Liability Company Agreement of TEH II, CSL HI is the sole managing member of TEH II. The Reporting Person is the managing member of CSL HI. Therefore, CSL HI and the Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
4. Each share of Class B common stock has no economic rights, but entitles its holder to one vote on all matters to be voted on by stockholders generally.
5. 4,482,641 of these shares are held directly by Ranger Energy Holdings, LLC ("REH"). Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of REH, CSL Energy Opportunities Fund I, L.P. ("CSL OI"), together with CSL Energy Opportunities Fund II, L.P., has the right to appoint managers of REH, which managers hold the right to cast a majority of the votes entitled to be cast by all managers of REH. The Reporting Person is the general partner of CSL OI. Therefore, CSL OI and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
6. 1,138,850 of these shares are held directly by Torrent Energy Holdings, LLC ("TEH"). Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of TEH, CSL OI is the sole managing member of TEH. The Reporting Person is the general partner of CSL OI. Therefore, CSL OI and the Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
7. Subject to the terms of the Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC ("Ranger LLC"), shares of the Class B common stock of the Issuer (together with a corresponding number of units issued by Ranger LLC) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of Ranger LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise of such exchange rights, subject to certain reclassification and retraction rights, as applicable.
/s/ Charles S. Leykum, as authorized signatory for CSL Energy Opportunity GP I, LLC 08/18/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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