| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RNGR | Class A Common Stock | Award | $3M | +207K | +7.34% | $14.50* | 3.03M | Jun 27, 2019 | See Footnote | F1 |
| transaction | RNGR | Class A Common Stock | Conversion of derivative security | $0 | +6.42M | +212.09% | $0.00 | 9.44M | Oct 1, 2021 | See Footnotes | F2, F3, F4, F5, F6, F7, F8, F9 |
| transaction | RNGR | Class B Common Stock | Conversion of derivative security | $0 | -6.42M | -100% | $0.00* | 0 | Oct 1, 2021 | See Footnotes | F2, F3, F6, F7, F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RNGR | RNGR Energy Services, LLC Units | Conversion of derivative security | $0 | -6.42M | -100% | $0.00* | 0 | Oct 1, 2021 | Class A Common Stock | 6.42M | $0.00 | See Footnotes | F2, F3, F6, F7, F8, F10 |
| Id | Content |
|---|---|
| F1 | In connection with the initial public offering of Ranger Energy Services, Inc. (the "Issuer"), Ranger Energy Holdings II, LLC ("REH II") and Torrent Energy Holdings II, LLC ("TEH II") contributed equity interests in certain predecessors of the Issuer in exchange for shares of Class A common stock of the Issuer ("Class A Common") at the time of the initial public offering and an aggregate of $3.0 million to be paid to CSL Energy Holdings I, LLC ("CSL HI") and CSL Energy Holdings II, LLC ("CSL HII") in the form of shares of cash or Class A Common on or prior to the 18-onth anniversary of the consummation of the initial public offering. On June 27, 2019, an aggregate of 206,897 shares of Class A Common were issued to CSL HI and CSL HII in accordance with the arrangements at the time of the initial public offering. Such acquisition was reflected in the first amendment to Mr. Charles S. Leykum's ("Mr. Leykum") Schedule 13D filed on November 19, 2019. |
| F2 | Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC ("Ranger LLC" and the "Ranger LLC Agreement"), 6,416,154 units issued by Ranger LLC ("Ranger Units"), together with an equal number of shares of Class B common stock of the Issuer ("Class B Common") which were cancelled for no consideration, were exchanged, on a one-for-one basis, for shares of Class A Common. |
| F3 | 2,006,000 of the reported securities are held directly by CSL Fund II Preferred Holdings LLC ("CSL Preferred Holdings"). Of the 2,006,000 reported securities, 794,663 previously consisted of Ranger Units, which, together with shares of Class B Common, were exchanged for shares of Class A Common. CSL HII is a member of of CSL Preferred Holdings, and Mr. Charles S. Leykum ("Mr. Leykum") is the managing member of CSL HII. Accordingly, CSL HII and Mr. Leykum may be deemed to share voting and dispositive power over the shares held by CSL Preferred Holdings and therefore the indirect beneficial owners of such shares. CSL HII and Mr. Leykum disclaim beneficial ownership of such reported securities in excess of their pecuniary interest therein. |
| F4 | 1,325,261 of the reported securities are held directly by REH II. Subject to the terms of the Amended and Restated Limited Liability Company Agreement of REH II, CSL HI and CSL HII have the right to appoint the sole manager of REH II. Each of CSL HI and CSL HII is managed by its sole general partner, CSL Energy Opportunity GP I, LLC ("CSL GP I") and CSL Energy Opportunity GP II, LLC ("CSL GP II"), respectively, the managing member of which, in each case, is Mr. Leykum. Therefore, CSL HI, CSL HII, CSL GP I, CSL GP II and Mr. Leykum may be deemed to share voting and dispositive power over the reported securities therefore the indirect beneficial owners of such shares. CSL HI, CSL HII, CSL GP I, CSL GP II and Mr. Leykum disclaim beneficial ownership of such reported securities in excess of their pecuniary interest therein. |
| F5 | 313,125 of the reported securities are held directly by TEH II. Subject to the terms of the Amended and Restated Limited Liability Company Agreement of TEH II, CSL HI is the sole managing member of TEH II. CSL HI is managed by its general partner, CSL GP I, the managing member of which is Mr. Leykum. Therefore, CSL HI, CSL GP I and Mr. Leykum may be deemed to share voting and dispositive power over the reported securities and therefore the indirect beneficial owners of such shares. CSL HI, CSL GP I and Mr. Leykum disclaim beneficial ownership of such reported securities in excess of their pecuniary interest therein. |
| F6 | 4,482,641 of the reported securities are held directly by Ranger Energy Holdings, LLC ("REH"). All of such reported securities previously consisted of Ranger Units, which, together with shares of Class B Common, were exchanged for shares of Class A Common. Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of REH, CSL Energy Opportunities Fund I, L.P. ("CSL OI") and CSL Energy Opportunities Fund II, L.P. ("CSL OII") collectively have the right to appoint managers of REH, which managers hold the right to cast a majority of the votes entitled to be cast by all managers of REH. Each of CSL OI and CSL OII is managed by its sole general partner, CSL GP I and CSL GP II, respectively, the managing member of which, in each case, is Mr. Leykum. Therefore, CSL OI, CSL OII, CSL GP I, CSL GP II and Mr. Leykum |
| F7 | (continued from footnote 6) may be deemed to share voting and dispositive power over the reported securities and therefore the indirect beneficial owners of such shares. CSL OI, CSL OII, CSL GP I, CSL GP II and Mr. Leykum disclaim beneficial ownership of such reported securities in excess of their pecuniary interest therein. |
| F8 | 1,138,850 of the reported securities are held directly by Torrent Energy Holdings, LLC ("TEH"). All of such reported securities previously consisted of Ranger Units, which, together with shares of Class B Common, were exchanged for shares of Class A Common. Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of TEH, CSL OI is the sole managing member of TEH. CSL OI is managed by its general partner, CSL GP I, the managing member of which is Mr. Leykum. Therefore, CSL OI, CSL GP I and Mr. Leykum may be deemed to share voting and dispositive power over the reported securities and therefore the indirect beneficial owners of such shares. CSL OI, CSL GP I and Mr. Leykum disclaim beneficial ownership of the reported securities in excess of their pecuniary interest therein. |
| F9 | 175,524 of the reported securities are held directly by CSL HI. Mr. Leykum is the managing member of CSL HI. Therefore, Mr. Leykum may be deemed to share voting and dispositive power over the reported securities and therefore the indirect beneficial owner of such shares. Mr. Leykum disclaims beneficial ownership of such reported securities in excess of his pecuniary interest therein. |
| F10 | Subject to the terms of the Ranger LLC Agreement, Ranger Units are exchangeable from time to time (upon surrender for no consideration of an equal number of shares of the Class B Common) for shares of Class A Common. Each of Ranger LLC and the Issuer has the option to deliver cash in lieu of shares of Class A Common upon the exercise of such exchange rights, subject to certain reclassification and retraction rights, as applicable. Shares of Class B Common do not represent any economic interest in the issuer, but each share of Class B Common entitles its holder to one vote on all matters to be voted on by stockholders generally. |