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. 5)*
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)
November 19, 2020
(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).
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Cusip No. 76680V108
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Schedule 13D
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Page [Insert Page
Number] of 1
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|
1
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NAME OF
REPORTING PERSONS
Dr. Simon G. Kukes
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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|
4
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SOURCE
OF FUNDS
PF
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|
5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
|
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
|
|
NUMBER
OF
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7
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SOLE
VOTING POWER
6,600,180
shares of Common Stock
|
|
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SHARES
BENEFICIALLY
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8
|
SHARED
VOTING POWER
-0-
|
|
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
6,600,180
shares of Common Stock
|
|
|
REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,600,180
shares of Common Stock
|
|
12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not
applicable.
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
of the Issuer’s outstanding Common Stock(1)
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14
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TYPE OF
REPORTING PERSON
IN
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(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, 2020, as filed with the
Securities and Exchange Commission on November 9,
2020.
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Cusip No. 76680V108
|
Schedule 13D
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Page [Insert Page
Number] of 1
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|
1
|
NAME OF
REPORTING PERSONS
J.
Douglas Schick
|
|
|
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
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
|
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NUMBER
OF
|
7
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SOLE
VOTING POWER
7,500 shares of Common Stock
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
-0-
|
|
|
OWNED
BY
EACH
|
9
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SOLE
DISPOSITIVE POWER
7,500 shares of Common Stock
|
|
|
REPORTING
PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
shares of Common Stock
|
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not Applicable
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*% of
the Issuer's outstanding Common Stock (1)
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14
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TYPE OF
REPORTING PERSON
IN
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* 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, 2020, as filed with the
Securities and Exchange Commission on November 9,
2020.
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Cusip No. 76680V108
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Schedule 13D
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Page [Insert Page
Number] of 1
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This Amendment No. 5 (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 (no longer a
member of the Reporting Group),
and Mr. J. Douglas
Schick, as amended by Amendment No. 1 thereto filed
on February 18,
2020 (“Amendment No.
1”), Amendment No. 2
thereto filed on March 2,
2020 (“Amendment No.
2”), Amendment No. 3
thereto filed on August 12,
2020 (“Amendment No.
3”), and Amendment No. 4
thereto filed on November 10,
2020 (“Amendment
No. 4” 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”);
and
(ii)
Mr. J. Douglas Schick (“Schick”).
Schick is the President of PEDEVCO and the Chief Executive Officer
of American Resources, Inc.
Each of Kukes and Schick are referred to herein as
a “Reporting
Person” and collectively
as the “Reporting
Persons”.
(b)
The principal business address of Kukes 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); and
(ii) 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). Schick is also the Chief Executive Officer 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).
(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.
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 6,607,680 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 incorporated by reference herein
as Exhibit
99.2 hereto, which
included 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.
On August 10, 2020, the Reporting Persons
delivered another letter to the Board of Directors of the Issuer
(the “Letter”).
Pursuant to the Letter, in accordance with the provisions of the
Issuer’s Bylaws (and not pursuant to the SEC’s Rule
14a-8) they nominated more than a dozen individuals as candidates
for the board of the Issuer (the “Board”).
The
Reporting Persons believe that in the past there may have been
failures of corporate governance by the Board of the Issuer and
that these failures may have contributed to the catastrophic fall
in the Issuer’s stock price.
The
Reporting Persons seek to improve the quality of the Issuer’s
Board. The Reporting Persons believe that a newly reconstituted
Board that includes some of their nominees will better serve the
interests of all of the Issuer’s shareholders.
The
Reporting Persons sought to avoid an expensive and distracting
proxy contest. For this reason, the Reporting Persons were prepared
to reach a reasonable compromise with the incumbent
Board.
On
November 10, 2020, the Reporting Persons filed a press release
calling upon their fellow shareholders to withhold votes on all
members of the Issuer’s Board of Directors in the upcoming
election and to encourage the proxy advisory firms to do a detailed
investigation of the incumbent Board members. The full text of the
November 10, 2020 press release is incorporated by reference herein
as Exhibit 99.3 and
incorporated in this Item 4 by reference.
On
November 19, 2020, the Reporting Persons filed another press
release calling upon their fellow shareholders to withhold votes on
all members of the Issuer’s Board of Directors in the
upcoming election and to encourage the proxy advisory firms to do a
detailed investigation of the incumbent Board members. The full
text of the November 19, 2020 press release is attached hereto as
Exhibit 99.4 and
incorporated herein 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 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, including
the requested appointment of new members of the Board of the Issuer
and the requested withholding (by shareholders of the Issuer) of
votes for the Issuer’s Board of Directors, as described
above.
The
Reporting Persons are considering all of 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
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(a)
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As of
the close of business on November 18, 2020, the Reporting Persons
together beneficially own in aggregate 6,607,680 shares of Common
Stock representing 8.1% of the 81,668,600 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, 2020, as filed with the Securities and
Exchange Commission on November 9, 2020.
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(b)
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Kukes
has the sole power to vote and dispose of 6,600,180 shares of
Common Stock reported in this Schedule 13D beneficially owned by
Kukes; 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
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(c)
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No
Reporting Person has affected any transaction relating to the
Shares during the past sixty (60) days.
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(d)
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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.
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(e)
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N/A.
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Item 7. Material to be Filed as Exhibits
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Exhibit No.
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Description
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Joint
Filing Agreement by and among Dr. Simon G. Kukes and Mr. J. Douglas
Schick dated August 12, 2020 (Incorporated by reference to Exhibit
99.1 to the original October 18, 2019 Schedule 13D
filing)
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Press
Release dated March 2, 2020 (Incorporated by reference to Exhibit
99.1 to Amendment No. 2 filed on March 2, 2020)
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Press
Release dated November 10, 2020 (Incorporated by reference to
Exhibit 99.3 to Amendment No. 3 filed on November 10,
2020)
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Press
Release dated November 19, 2020
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*
Attached hereto.
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.
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Dated:
November 19, 2020
/s/ Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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Dated:
November 19, 2020
/s/ Mr. J. Douglas Schick
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Mr. J. Douglas Schick
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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.