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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Ranger Energy Services, Inc. (Name of Issuer) |
Class A Common Stock, $0.01 par value (Title of Class of Securities) |
75282U104 (CUSIP Number) |
Richard E. Agee Bayou Well Holdings Company, LLC, 1251 Lumpkin Rd. Houston, TX, 77042 (713) 463-1504 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 75282U104 |
| 1 |
Name of reporting person
Bayou Well Holdings Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,106,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Lines 8 and 10 consist of Class A Common Stock held by Bayou.** Line 13 is based on a total of 22,252,946 shares of issued and outstanding Class A Common Stock reported by the Issuer (as defined in Item 1) on the Form 10-K filed by Issuer on March 4, 2025.
SCHEDULE 13D
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| CUSIP No. | 75282U104 |
| 1 |
Name of reporting person
Richard E. Agee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions
)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,106,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Lines 8 and 10 consist of Class A Common Stock held by Bayou.** Line 13 is based on a total of 22,252,946 shares of issued and outstanding Class A Common Stock reported by the Issuer (as defined in Item 1) on the Form 10-K filed by Issuer on March 4, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Ranger Energy Services, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
10350 Richmond Avenue, Suite 550, Houston,
TEXAS
, 77042. | |
Item 1 Comment:
This Amendment No. 8 ("Amendment No. 8") amends and supplements the Schedule 13D, as amended to date, filed jointly by Bayou Well Holdings Company, LLC ("Bayou") and Richard E. Agee (collectively, the "Reporting Persons") (as amended, the "Schedule 13D").Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 8 shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and replaced by the following:(i) Bayou Well Holdings Company, LLCAs of the date hereof, Bayou may be deemed the beneficial owner of a total of 1,106,699 shares of Class A Common Stock, constituting approximately 4.97% of the issued and outstanding shares of Class A Common Stock, consisting of 1,106,699 shares of Class A Common Stock owned directly by Bayou.(ii) Richard E. AgeeAs of the date hereof, Richard E. Agee may be deemed the beneficial owner of a total of 1,106,699 shares of Class A Common Stock, constituting approximately 4.97% of the issued and outstanding shares of Class A Common Stock, consisting of 1,106,699 shares of Class A Common Stock owned directly by Bayou. | |
| (b) | See (a) above. | |
| (c) | Annex A attached hereto as Exhibit 1 lists all transactions in Class A Common Stock, since Amendment No. 7 to the Schedule 13D was filed on December 12, 2024, by the Reporting Persons or on behalf of the Reporting Persons (other than the Distribution (as defined in (e) below)). The transactions in Class A Common Stock set forth on Annex A were effected in the open market through a broker. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Class A Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | On March 27, 2025, Bayou made an in-kind distribution (the "Distribution") of 570,656 shares of Class A Common Stock to Agee Family Interests, LP ("AFI LP") in connection with the redemption of certain membership interests of Bayou held by AFI LP. Richard E. Agee is a limited partner of AFI LP and does not control, directly or indirectly, AFI LP or the general partner of AFI LP, and does not have or share investment control over AFI LP's portfolio.As a result of the Distribution, Richard E. Agee and Bayou are no longer greater than 5% shareholders and therefore are no longer included as Reporting Persons on this Schedule 13D for Section 13(d) beneficial ownership reporting purposes. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Annex A: Transactions in Class A Common Stock | ||
| 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.
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