Sec Form 13D Filing - Strategic Value Partners LLC filing for Ranger Oil Corp (ROCC) - 2020-05-07

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

(1) Consists of (i) 243,052 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 211,671 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 64,541 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity.

(2) Based on 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

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(1) Consists of 211,671 shares beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P.

(2) Based on 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

3

(1) Consists of 64,541 shares beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P.

(2) Based on 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

4

(1) Consists of (i) 243,052 shares beneficially owned by Strategic Value Partners, LLC as the investment manager of Strategic Value Master Fund, Ltd. and (ii) 211,671 shares beneficially owned by SVP Special Situations III LLC as the investment manager of Strategic Value Special Situations Master Fund III, L.P. and 64,541 shares beneficially owned by SVP Special Situations III-A LLC as the investment manager of Strategic Value Opportunities Fund, L.P. which may also be deemed to be beneficially owned by Strategic Value Partners, LLC as the managing member of each such investment manager entity. Mr. Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC.

(2) Based on 15,157,919 shares of Common Stock outstanding as of March 17, 2020, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2020.

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AMENDMENT NO. 8 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on September 21, 2016, Amendment No. 1 thereto filed on September 13, 2017, Amendment No. 2 thereto filed on December 11, 2017, Amendment No. 3 thereto filed on January 19, 2018, Amendment No. 4 thereto filed on October 30, 2018, Amendment No. 5 thereto filed on April 16, 2019, Amendment No. 6 thereto filed on February 14, 2020, and Amendment No. 7 thereto filed on May 4, 2020 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

Item 5.   Purpose of Transaction.

Item 5 is hereby amended and supplemented with the following:

(a) — (b) The information requested by this paragraph is incorporated by reference herein to the information provided on the cover pages of this Amendment No. 8.

(c)  On May 4, 2020, the Reporting Persons effected the following transactions: 12,821 shares of Common Stock sold by Strategic Value Master Fund, Ltd., 11,165 shares of Common Stock sold by Strategic Value Special Situations Master Fund III, L.P., and 3,405 shares of Common Stock sold by Strategic Value Opportunities Fund, L.P., each at a price of $6.04 per share.

On May 5, 2020, the Reporting Persons effected the following transactions: 141,128 shares of Common Stock sold by Strategic Value Master Fund, Ltd., 122,907 shares of Common Stock sold by Strategic Value Special Situations Master Fund III, L.P., and 37,476 shares of Common Stock sold by Strategic Value Opportunities Fund, L.P., each at a price of $6.22 per share.

(e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on May 5, 2020.

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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.

May 7, 2020

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