SCHEDULE
13G
1
|
Names of Reporting Persons
|
B. Riley Financial, Inc.
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
DE
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
441,984
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
441,984
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
441,984
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
5.04%
|
12
|
Type of Reporting Person (See Instructions)
|
CO
|
1
|
Names of Reporting Persons
|
B. Riley Capital Management, LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
NY
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
441,984
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
441,984
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
441,984
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
5.04%
|
12
|
Type of Reporting Person (See Instructions)
|
IA
|
1
|
Names of Reporting Persons
|
BRC Partners Management GP, LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
DE
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
0.0%
|
12
|
Type of Reporting Person (See Instructions)
|
OO
|
1
|
Names of Reporting Persons
|
BRC Partners Opportunities Fund, LP
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
DE
|
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
0.0%
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
1
|
Names of Reporting Persons
|
BR Dialectic Capital Management, LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
DE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
441,984
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
441,984
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
441,984
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
5.04%
|
12
|
Type of Reporting Person (See Instructions)
|
IA
|
1
|
Names of Reporting Persons
|
Dialectic Antithesis Partners, LP
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
DE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
441,984
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
441,984
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
441,984
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
5.04%
|
12
|
Type of Reporting Person (See Instructions)
|
PN
|
Item
1.
|
(a)
|
Name
of Issuer: Ranger Energy Services, Inc.
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 800 Gessner Street, Suite 1000, Houston, Texas 77024
|
B.
Riley Financial, Inc., a Delaware corporation (“BRF”),
B.
Riley Capital Management, LLC, a New York limited liability company (“BRCM”),
BRC
Partners Management GP, LLC, a Delaware limited liability company (“BRPGP”),
BRC
Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRPLP”),
BR
Dialectic Capital Management, LLC (“BR Dialectic”), and
Dialectic
Antithesis Partners, LP (“Dialectic”).
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
The
principal business address of each BRCM, BRPGP and BRPLP is:
11100
Santa Monica Blvd. Suite 800
Los
Angeles, CA 90025
The
principal business address of BR Dialectic and Dialectic is:
119
Rowayton Avenue, 2nd Floor
Norwalk,
Connecticut 06853
The
principal place of business of BRF is:
21255
Burbank Blvd. Suite 400
Woodland
Hills, CA 91367
BRF,
BRPGP, BRPLP, BR Dialectic and Dialectic are organized under the laws of the State of Delaware.
BRCM
is organized under the laws of the State of New York.
|
Item
2(d).
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Title
of Class of Securities:
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Class
A Common Stock, par value $0.01 (the “Common Stock”)
75282U104
|
Item
3.
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If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(a)
|
☒
|
Broker
or dealer registered under Section 15 of the Act;
|
|
(b)
|
☐
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Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
☐
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Insurance company as defined in Section 3(a)(19) of
the Act;
|
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(d)
|
☐
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Investment company registered under Section 8 of the
Investment Company Act of 1940;
|
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(e)
|
☒
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
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(f)
|
☐
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
|
☐
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
☐
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A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
☐
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A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
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(j)
|
☐
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
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(k)
|
☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
(a)
|
Amount
Beneficially Owned:
|
As
of the date hereof, BRPLP beneficially owned 0 shares of Common Stock. BRPGP is the general partner of BRPLP. BRCM is an investment
advisor to BRPLP. As a result, each of BRPGP and BRCM may be deemed to have beneficially owned 0 shares of Common Stock as it
relates to direct ownership by BRPLP.
As
of the date hereof, Dialectic beneficially owned 441,984 shares of Common Stock. BR Dialectic is the general partner of and an
investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company of BRCM. As
a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned the 441,984 shares held by Dialectic.
As
of the date hereof, BRF as the parent company of BRCM may be deemed to have beneficially owned the 441,984 shares of Common Stock
beneficially owned by BRCM.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock
owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock
that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
As
of the date hereof, BRPLP beneficially owned 0% of the outstanding shares of Common Stock. BRPGP is the general partner of BRPLP.
BRCM is an investment advisor to BRPLP. As a result, each of BRPGP and BRCM may be deemed to have beneficially owned 0% of the
outstanding shares of Common Stock as it relates to direct ownership by BRPLP.
As
of the date hereof, Dialectic beneficially owned 5.04% of the outstanding shares of Common Stock. BR Dialectic is the general
partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company
of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned the 5.04% of the outstanding
shares held by Dialectic.
As
of the date hereof, BRF as the parent company of BRCM may be deemed to have beneficially owned 5.04% of shares of outstanding
shares of Common Stock, beneficially owned by BRCM.
These
percentages are based on a total of 8,775,220 shares of Common Stock outstanding as of October 23, 2019, as disclosed in the Issuer’s
annual report on Form 10-Q, as filed with the Securities and Exchange Commission on October 25, 2019.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock
owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock
that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote: See cover page Items 5-9.
|
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(ii)
|
Shared
power to vote or to direct the vote: See cover page Items 5-9.
|
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(iii)
|
Sole
power to dispose or to direct the disposition of: See cover page Items 5-9.
|
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(iv)
|
Shared
power to dispose or to direct the disposition of: See cover page Items 5-9.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
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.
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Notice
of Dissolution of Group. Not Applicable.
|
By
signing below each of the undersigned certifies that, to the best of its 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: January
17, 2020
|
B. RILEY FINANCIAL, INC
|
|
|
|
|
By:
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/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Co-Chief Executive Officer
|
|
|
|
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B. RILEY CAPITAL MANAGEMENT, LLC
|
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
BRC PARTNERS MANAGEMENT GP, LLC
|
|
|
|
By: B. Riley Capital Management, LLC, its sole
member
|
|
|
|
|
by:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Executive Officer
|
|
|
|
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BRC PARTNERS OPPORTUNITY FUND, LP
|
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Investment Officer
|
|
|
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BR DIALECTIC CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ John Fichthorn
|
|
Name:
|
John Fichthorn
|
|
Title:
|
Managing Member
|
|
|
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DIALECTIC ANTITHESIS PARTNERS, LP
|
|
|
|
|
By:
|
/s/ John Fichthorn
|
|
Name:
|
John Fichthorn
|
|
Title:
|
Portfolio Manager
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Page 11 of 11