Amended Statement of Ownership (sc 13g/a)
January 27 2020 - 06:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. _3__)*
|
Ranger
Energy Services, Inc. |
|
(Name
of Issuer) |
|
|
|
Class
A Common Stock, $0.01 par value per share |
|
(Title
of Class of Securities) |
|
|
|
75282U104 |
|
(CUSIP
Number) |
|
|
|
January
23, 2020 |
|
(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).
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 |
|
438,180 |
|
7 |
Sole
Dispositive Power |
|
0 |
|
8 |
Shared
Dispositive Power |
|
438,180 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
438,180 |
|
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) |
|
4.99% |
|
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 |
|
438,180 |
|
7 |
Sole
Dispositive Power |
|
0 |
|
8 |
Shared
Dispositive Power |
|
438,180 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
438,180 |
|
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) |
|
4.99% |
|
12 |
Type
of Reporting Person (See Instructions) |
|
IA |
|
|
|
|
|
|
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 |
|
438,180 |
|
7 |
Sole
Dispositive Power |
|
0 |
|
8 |
Shared
Dispositive Power |
|
438,180 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
438,180 |
|
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) |
|
4.99% |
|
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 |
|
438,180 |
|
7 |
Sole
Dispositive Power |
|
0 |
|
8 |
Shared
Dispositive Power |
|
438,180 |
|
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
438,180 |
|
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) |
|
4.99% |
|
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 |
Item 2(a).
B. Riley Financial, Inc., a Delaware corporation (“BRF”),
B. Riley Capital Management, LLC, a New York limited liability
company (“BRCM”),
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 BRCM 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, 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). |
Title
of Class of Securities: |
Class A Common Stock, par value $0.01 (the “Common Stock”)
75282U104
|
Item 3. |
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) |
☐ |
Bank as defined in Section 3(a)(6) of the Act; |
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the
Act; |
|
(d) |
☐ |
Investment company registered under Section 8 of the Investment
Company Act of 1940; |
|
(e) |
☒ |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
|
(h) |
☐ |
A savings associations as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
|
(i) |
☐ |
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; |
|
(j) |
☐ |
A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
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, Dialectic beneficially owned 438,180 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 438,180 shares held by Dialectic.
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, Dialectic beneficially owned 4.99% 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 4.99% of the outstanding shares
held by Dialectic.
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. |
|
(ii) |
Shared power to vote or to
direct the vote: See cover page Items 5-9. |
|
(iii) |
Sole power to dispose or to
direct the disposition of: See cover page Items 5-9. |
|
(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. |
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 24, 2020
| |
B. RILEY FINANCIAL, INC |
| |
|
|
| |
By: |
/s/ Bryant R. Riley |
| |
Name: |
Bryant R. Riley |
| |
Title: |
Co-Chief Executive Officer |
| |
|
|
| |
B. RILEY CAPITAL MANAGEMENT, LLC |
| |
|
|
| |
By: |
/s/ Bryant R. Riley |
| |
Name: |
Bryant R. Riley |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
BR DIALECTIC CAPITAL MANAGEMENT, LLC |
| |
|
|
| |
By: |
/s/ John Fichthorn |
| |
Name: |
John
Fichthorn |
| |
Title: |
Managing Member |
| |
|
|
| |
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 9 of 9
