Sec Form 13G Filing - VANLOH S WIL JR filing for RING ENERGY INC. (REI) - 2020-03-18

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.

Name of Reporting Person

Wishbone Energy Partners, LLC

Check the Appropriate Box if a Member of a Group

(a):  ☐        (b):  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person 

with 

Sole Voting Power

0(1)

Shared Voting Power

0

Sole Dispositive Power

1,269,035(2)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,269,035(2)

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

Percent of Class Represented by Amount in Row (11)

1.9%(3)

Type of Reporting Person

OO (Limited Liability Company)

Excludes 1,269,035 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.

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.

Based on an aggregate of 67,993,797 shares of common stock outstanding as of March 16, 2020, as set forth in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020.

Name of Reporting Person

S. Wil VanLoh, Jr.

Check the Appropriate Box if a Member of a Group

(a):  ☐        (b):  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of 

Shares 

Beneficially 

Owned by 

Each 

Reporting 

Person 

with 

Sole Voting Power

0(1)

Shared Voting Power

0

Sole Dispositive Power

1,269,035(2)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,269,035(2)

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

Percent of Class Represented by Amount in Row (11)

1.9%(3)

Type of Reporting Person

IN

Excludes 1,269,035 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.

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.

Based on an aggregate of 67,993,797 shares of common stock outstanding as of March 16, 2020, as set forth in the Issuer’s Annual Report on Form 10-K, filed with the SEC on March 16, 2020.

Name of issuer:

Address of issuer’s principal executive offices:

Names of persons filing:

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

Citizenship:

Title of class of securities:

CUSIP number:

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

Ownership:

Ownership of five percent or less of a class:

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

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

Identification and classification of members of the group:

Notice of dissolution of group:

Certifications:

Exhibit
Number

Description