Sec Form 13G Filing - WDE PWS Aggregate LLC @ Ranger Energy Services Inc.

Sec Form 13G Filing - WDE PWS Aggregate LLC filing for Ranger Energy Services Inc. (RNGR) - 2021-06-10

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Ranger Energy Services, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

75282U104

(CUSIP Number)

May 14, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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.

The information required in 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. 75282U104

(1)	Voting and investment power is exercised by Edelman & Guill Energy L.P. II, and its general partner, Edelman & Guill Energy Ltd.

(1)	Reporting Person directs the affairs of and holds power over shares held by WDE PWS Aggregate, LLC. Power is exercised through Reporting Person’s general partner, Edelman & Guill Energy Ltd.

(1)	Reporting Person indirectly directs the affairs of WDE PWS Aggregate, LLC. Power is exercised through Reporting Person’s directors, Thomas J. Edelman and Ben A. Guill.

(1)

Reporting Person does not directly own any shares of Ranger Energy Services, Inc. By virtue of being one of the two directors of Edelman & Guill Energy Ltd., Reporting Person may be deemed to possess shared voting and dispositive power with respect to the shares of Class A Common Stock of Ranger Energy Services, Inc. owned of record by WDE PWS Aggregate, LLC.

(1)

Reporting Person does not directly own any shares of Class A Common Stock of Ranger Energy Services, Inc. By virtue of being one of the two directors of Edelman & Guill Energy Ltd., Reporting Person may be deemed to possess shared voting and dispositive power with respect to the shares of Class A Common Stock of Ranger Energy Services, Inc. owned of record by WDE PWS Aggregate, LLC.


Item 1(a).		Name of issuer:

		Ranger Energy Services, Inc.

Item 1(b).		Address of issuer’s principal executive offices:

		10350 Richmond Avenue, Suite 550 Houston, Texas 77042

Item 2(a).		Names of persons filing:

		WDE PWS Aggregate, LLC is the direct owner of 1,214,996 shares of Class A Common Stock of Ranger Energy Services, Inc. (NSYE:RNGR), representing approximately 12.02% of the 10,105,818 shares of Class A Common Stock outstanding as of May 14, 2021. WDE PWS is ultimately controlled by Messrs. Thomas J. Edelman and Ben A. Guill, the two directors of Edelman & Guilly Energy Ltd., the general partner of Edelman & Guill Energy L.P. II, which in turn is the general partner of each of White Deer Energy L.P. II, White Deer Energy IND L.P. II, White Deer Energy TE L.P. II and White Deer Energy FI L.P. II (collectively, the “White Deer Entities”). Edelman & Guill Energy L.P. II and the White Deer Entities are the owners of WDE PWS. Edelman & Guill Energy L.P. II makes the voting and investment decision on behalf of WDE PWS. Each of Messrs. Edelman and Guill, Edelman & Guill Energy Ltd., Edelman & Guill Energy L.P. II, and the White Deer Entities may be deemed to be the beneficial owners of the 1,214,996 shares of Class A Common Stock. Each of Edelman & Guill Energy Ltd., Edelman & Guill Energy L.P. II and Messrs. Edelman and Guill disclaim any such beneficial ownership, except to the extent of their pecuniary interests therein. Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

		(i) WDE PWS Aggregate, LLC, with respect to the shares of Class A Common Stock directly owned by it;

		(ii) Edelman & Guill Energy L.P. II, with respect to the shares of Class A Common Stock directly owned by WDE PWS Aggregate, LLC;

		(iii) Edelman & Guill Energy Ltd., with respect to the shares of Class A Common Stock indirectly owned by Edelman & Guill Energy L.P. II;

		(iv) Thomas J. Edelman, with respect to the shares of Class A Common Stock indirectly owned by Edelman & Guill Energy Ltd.; and

		(v) Ben A. Guill, with respect to the shares of Class A Common Stock indirectly owned by Edelman & Guill Energy Ltd.

Item 2(b).		Address or principal business office or, if none, residence:

		The address and principal business office of the Reporting Persons is:

		700 Louisiana, Suite 4770
		Houston, Texas 77002

Item 2(c).		Citizenship:

		(i) WDE PWS Aggregate, LLC is a limited liability company organized under the laws of the State of Delaware;

		(ii) Edelman & Guill Energy L.P. II is an exempted limited partnership organized under the laws of the Cayman Islands;


		(iii) Edelman & Guill Energy Ltd. is an exempted company organized under the laws of the Cayman Islands;

		(iv) Thomas J. Edelman is a United States citizen; and

		(v) Ben A. Guill is a United States citizen.

Item 2(d).		Title of class of securities:

		Class A Common Stock.

Item 2(e).		CUSIP number:

		75282U104


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☒	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership:

WDE PWS Aggregate, LLC

Amount beneficially owned: 1,214,996

Percent of class: 12.02%

Numbers of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 1,214,996

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 1,214,996

Edelman & Guill Energy L.P. II⁽¹⁾

Amount beneficially owned: 1,214,996

Percent of class: 12.02%

Numbers of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 1,214,996

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 1,214,996

Edelman & Guill Energy Ltd.⁽²⁾

Amount beneficially owned: 1,214,996

Percent of class: 12.02%

Numbers of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 1,214,996

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 1,214,996

Thomas J. Edelman⁽³⁾

Amount beneficially owned: 1,214,996

Percent of class: 12.02%

Numbers of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 1,214,996

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 1,214,996

Ben A. Guill⁽⁴⁾

Amount beneficially owned: 1,214,996

Percent of class: 12.02%

Numbers of shares as to which the person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 1,214,996

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 1,214,996

(1)

Includes 1,214,996 shares of Class A Common Stock owned directly by WDE PWS Aggregate, LLC. Edelman & Guill Energy L.P. II has the power to direct affairs of WDE PWS Aggregate, LLC, including decisions regarding the voting and disposition of the shares of Class A Common Stock of Ranger Energy Services, Inc. held by WDE PWS Aggregate, LLC (representing 12.02% of the outstanding shares of Class A Common Stock of Ranger Energy Services, Inc.).

(2)

Includes 1,214,996 shares of Class A Common Stock owned directly by WDE PWS Aggregate, LLC. Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P. II, who controls the voting and investment decisions made by WDE PWS Aggregate, LLC, and may be deemed to possess shared voting and dispositive power with respect to the shares of Class A Common Stock of Ranger Energy Services, Inc. held by WDE PWS Aggregate, LLC (representing 12.02% of the outstanding shares of Class A Common Stock of Ranger Energy Services, Inc.).

(3)	Includes 1,214,996 shares of Class A Common Stock owned directly by WDE PWS Aggregate, LLC. Thomas J. Edelman does not directly own any shares of Class A Common Stock of Ranger Energy Services, Inc. By

virtue of being one of the two directors of Edelman & Guill Energy Ltd., the general partner of the entity that has the power to direct the affairs of WDE PWS Aggregate, LLC, Thomas J. Edelman may be deemed to possess shared voting and dispositive power with respect to the shares of Class A Common Stock of Ranger Energy Services, Inc. owned of record by WDE PWS Aggregate, LLC (representing 12.02% of the outstanding shares of Class A Common Stock of Ranger Energy Services, Inc.).

(4)

Includes 1,214,996 shares of Class A Common Stock owned directly by WDE PWS Aggregate, LLC. Ben A. Guill does not directly own any shares of Class A Common Stock of Ranger Energy Services, Inc. By virtue of being one of the two directors of Edelman & Guill Energy Ltd., the general partner of the entity that has the power to direct the affairs of WDE PWS Aggregate, LLC, Ben A. Guill may be deemed to possess shared voting and dispositive power with respect to the shares of Class A Common Stock of Ranger Energy Services, Inc. owned of record by WDE PWS Aggregate, LLC (representing 12.02% of the outstanding shares of Class A Common Stock of Ranger Energy Services, Inc.)



Item 5.		Ownership of five percent or less of a class:

		Not applicable.

Item 6.		Ownership of more than five percent on behalf of another person:

		Not applicable.

Item 7.		Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person:

		Not applicable.

Item 8.		Identification and classification of members of the group:

		Not applicable.

Item 9.		Notice of dissolution of group:

		Not applicable.

Item 10.		Certifications:

		By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: June 10, 2021


WDE PWS AGGREGATE, LLC

By:		Edelman & Guill Energy L.P. II, its manager

By:		Edelman & Guill Energy Ltd., its general partner

By:		/s/ Ben A. Guill
Name:		Ben A. Guill
Title:		Director

EDELMAN & GUILL ENERGY L.P. II

By:		Edelman & Guill Energy Ltd., its general partner

By:		/s/ Ben A. Guill
Name:		Ben A. Guill
Title:		Director

EDELMAN & GUILL ENERGY LTD.

By:		/s/ Ben A. Guill
Name:		Ben A. Guill
Title:		Director

THOMAS J. EDELMAN

/s/ Thomas J. Edelman

BEN A. GUILL

/s/ Ben A. Guill

Name of Reporting Person:

WDE PWS Aggregate, LLC

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware