Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
RING ENERGY, INC.
(Name of
Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of
Securities)
76680V108
(CUSIP
Number)
Dr.
Simon G. Kukes
575
N. Dairy Ashford
Energy
Center II, Suite 210
Houston,
Texas 77079
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
March 2, 2019
(Date of Event
which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* 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 disclosures provided in a
prior cover page.
The
information required on 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. 76680V108
|
Schedule 13D
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Page 2
of
8
|
|
1
|
NAME OF REPORTING
PERSONS
Dr. Simon G.
Kukes
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
Citizen
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
6,600,818 shares of
Common Stock
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
-0-
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
6,600,818 shares of
Common Stock
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
-0-
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,600,818 shares of
Common Stock
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
Not
applicable.
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.7% of the
Issuer’s outstanding Common Stock(1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
(1) Based on the
number of outstanding shares of Common Stock set forth on the cover
page of the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2019, as filed with the Securities
and Exchange Commission on November 6, 2019.
|
Cusip No. 76680V108
|
Schedule 13D
|
Page
3
of
8
|
|
1
|
NAME OF REPORTING
PERSONS
Ivar
Siem
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
16,000 (#) shares
of Common Stock
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
-0-
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
16,000 (#) shares
of Common Stock
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
-0-
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,000 (#) shares of
Common Stock
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☐
Not
Applicable
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
*% of the Issuer's
outstanding Common Stock (1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
* Less
than 0.1%.
(#) Includes
12,000 shares held in a joint account with Mr. Siem’s
spouse.
(1) Based
on the number of outstanding shares of Common Stock set forth on
the cover page of the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2019, as filed
with the Securities and Exchange Commission on November 6,
2019.
|
Cusip No. 76680V108
|
Schedule 13D
|
Page 4
of
8
|
|
1
|
NAME OF REPORTING
PERSONS
J. Douglas
Schick
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States Citizen
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
7,500 shares of
Common Stock
|
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
-0-
|
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
7,500 shares of
Common Stock
|
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
-0-
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7,500 shares of Common
Stock
|
|||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
☐
Not
Applicable
|
|||
|
13
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
*% of the Issuer's outstanding
Common Stock (1)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
* Less than
0.1%.
(1) Based
on the number of outstanding shares of Common Stock set forth on
the cover page of the Issuer’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2019, as filed
with the Securities and Exchange Commission on November 6,
2019.
|
Cusip No. 76680V108
|
Schedule 13D
|
Page
6
of
8
|
This Amendment No. 2 (the
“Amendment”)
amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the “Commission”)
on October 21, 2019, by Dr. Simon G. Kukes, Mr. John J. Scelfo (no
longer a member of the Reporting Group), Mr. Ivar Siem
and Mr. J. Douglas
Schick, as amended by Amendment No. 1 thereto filed on February 18,
2020 (“Amendment No.
1” and the Schedule 13D,
as amended to date, the “Schedule
13D”).
Capitalized
terms used but not otherwise defined in this Amendment have the
meanings ascribed to such terms in the Schedule 13D. Except as
expressly amended and supplemented by this Amendment, the Schedule
13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 2. Identity and Background
(a)
This statement is filed by:
(i)
Dr. Simon G. Kukes (“Kukes”).
Kukes is the Chief Executive Officer and a member of the Board of
Directors of PEDEVCO Corp. (“PEDEVCO”).
(ii)
Mr. Ivar Siem (“Siem”).
Siem currently serves as the Chairman of American Resources, Inc.
(“American”).
Siem is also a member of the Board of Directors of
PEDEVCO.
(iii)
Mr. J. Douglas Schick (“Schick”).
Schick is the President of PEDEVCO and the Chief Executive Officer
of American Resources, Inc.
Each of Kukes, Siem and Schick are referred to
herein as a “Reporting
Person” and collectively
as the “Reporting
Persons”.
(b)
The principal business address of Kukes, Siem and Schick is 575 N.
Dairy Ashford, Energy Center II, Suite 210, Houston, Texas
77079.
(c)
The principal occupation of:
(i) Kukes is the Chief Executive Officer of
PEDEVCO, an oil and gas exploration and development company, which
has the principal business address set forth above
under Item
2(b)(i);
(ii) Siem is the Chairman of American
Resources, Inc., an oil and gas investment, development and
operating company focused on acquisition of underexploited,
distressed and/or undervalued oil and gas assets and companies,
which has the principal business address set forth above
under Item
2(b)(i);
and
(iii) Schick is the President of PEDEVCO, an
oil and gas exploration and development company, which has the
principal business address set forth above
under Item
2(b)(i).
(d)
The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
The Reporting Persons have not, during the last five years, been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Kukes
and Schick are citizens of the United States, and Siem is a citizen
of Norway.
Item
3. Source of Amount of Funds or Other Compensation
Item 3 is hereby amended and modified as follows:
The
Reporting Persons beneficially own an aggregate of 6,623,681 shares
of Common Stock (the “Shares”), all of which
were purchased by the Reporting Persons in open market
transactions, for an aggregate of approximately $13.3
million.
The
source of funding for the purchase of the Common Stock held by the
Reporting Persons was the personal funds of the respective
purchasers.
Item
4. Purpose of Transaction
On
March 2, 2020, the Reporting Persons issued a press release, a copy
of which is attached as Exhibit 99.1 hereto, which
includes a letter to the Board of Directors of the Issuer. The full
text of the press release is incorporated into this Item 4 by
reference.
The
Reporting Persons acquired the Shares in the belief that the Shares
were undervalued. The Reporting Persons have spoken to, and intend
to continue to speak with, representatives of the Issuer’s
board of directors and management to discuss enhancing shareholder
value and the potential for undertaking transactions which the
Reporting Persons believe will be beneficial to stockholders of the
Issuer, which may include an acquisition, disposition or
combination transaction with a separate private or public company
(a “ Potential
Transaction”) and/or a transaction of the type
described in the press release.
The
Reporting Persons believe the board of directors of the Issuer
should conduct a strategic process to comprehensively assess the
synergies, cost savings and benefits associated with a Potential
Transaction and/or a transaction of the type described in the press
release and believe that stockholder value of the Issuer might be
best served, and enhanced, by entering into a Potential Transaction
and/or a transaction of the type described in the press
release.
The
Reporting Persons are considering all their options and, while they
have no present plan to do so (except as otherwise disclosed in
this Item 4), they reserve the right and are considering whether to
propose other transactions which relate to or would result in one
or more of the actions specified in clauses
(a) through (f) or (j) (as relates to (a) through (f)) of
Item 4 of Schedule 13D. The Reporting persons have no present plan
to propose any transaction which relates or would result in one or
more of the actions specified in clauses (g) through (i) or (j) (as
relates to (g) through (i)) of Item 4 of Schedule 13D.
The
Reporting Persons may, from time to time and at any time: (i)
acquire additional Shares and/or other equity, debt, notes,
instruments or other securities of the Issuer and/or its affiliates
(collectively, “Securities”) in the open
market or otherwise; (ii) dispose of any or all of their Securities
in the open market or otherwise; or (iii) engage in any hedging or
similar transactions with respect to the Securities.
Item
5. Interest in Securities of the Issuer
|
|
(a)
|
As of
the close of business on February 28, 2020, the Reporting Persons
together beneficially own in aggregate 6,623,681 shares of Common
Stock representing 9.8% of the 67,811,111 shares of the
Issuer’s issued and outstanding Common Stock, based on the
number of outstanding shares of Common Stock set forth on the cover
page of the Issuer’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2019, as filed with the Securities
and Exchange Commission on November 6, 2019.
|
|
|
|
|
|
|
(b)
|
Kukes
has the sole power to vote and dispose of 6,600,181 shares of
Common Stock reported in this Schedule 13D beneficially owned by
Kukes; Siem has the sole power to vote and dispose of 16,000 shares
of Common Stock reported in this Schedule 13D beneficially owned by
Siem (notwithstanding the 12,000 shares held in a joint account
with his spouse); and Schick has the sole power to vote and dispose
of 7,500 shares of Common Stock reported in this Schedule 13D
beneficially owned by Schick
|
|
|
|
|
|
|
(c)
|
The
following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting
Persons not previously reported in Amendment No. 1. All
transactions represent the purchases, or sales, as applicable, of
Common Stock in open market transactions.
|
|
Cusip No. 76680V108
|
Schedule 13D
|
Page
7
of
8
|
|
Name of Reporting Person
|
Acquisition or Disposition of Shares
|
Date of Transaction
|
Amount of Securities Acquired
|
Average Price Per Share ($)
|
|
Mr. Ivar Siem
|
Acquisition
|
2/18/2020
|
300
|
$2.72
|
|
Mr. Ivar Siem
|
Acquisition
|
2/21/2020
|
700
|
$2.72
|
|
Dr. Simon Kukes
|
Acquisition
|
2/26/2020
|
100,000
|
$1.61
|
|
Dr. Simon Kukes
|
Acquisition
|
2/26/2020
|
58,181
|
$1.52
|
|
Dr. Simon Kukes
|
Acquisition
|
2/27/2020
|
100,000
|
$1.40
|
|
Dr. Simon Kukes
|
Acquisition
|
2/27/2020
|
142,000
|
$1.49
|
|
|
(d)
|
No other person has
the right to receive or the power to vote or to direct the
vote, or to dispose or direct the disposition, of sale of the
securities beneficially owned by the Reporting Persons as described
in Item 5(a), above.
|
|
|
(e)
|
N/A.
|
Item
7. Material to be Filed as Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Press
Release dated March 2, 2020
|
|
|
|
Joint
Filing Agreement by and among Dr. Simon G. Kukes, Mr. Ivar Siem and
Mr. J. Douglas Schick dated March 2, 2020
|
|
Cusip No. 76680V108
|
Schedule 13D
|
Page
8
of
8
|
Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
Dated:
March 2, 2020
/s/ Dr. Simon G. Kukes
|
|
|
|
Dr. Simon G. Kukes
|
|
|
|
Dated:
March 2, 2020
/s/ Mr. Ivar Siem
|
|
|
|
Mr. Ivar Siem
|
|
|
|
Dated:
March 2, 2020
/s/ Mr. J. Douglas Schick
|
|
|
|
Mr. J. Douglas Schick
|
|
|
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.