Filing Details

Accession Number:
0001104659-23-095395
Form Type:
13D Filing
Publication Date:
2023-08-24 20:00:00
Filed By:
Stronghold Energy Ii Operating, Llc
Company:
Ring Energy Inc. (OTC:REI)
Filing Date:
2023-08-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Stronghold Energy II Operating 0 46,994,853 0 46,994,853 46,994,853 24.1%
Stronghold Energy II Intermediate 0 46,994,853 0 46,994,853 46,994,853 24.1%
Stronghold Energy II Holdings 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Company US 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Partners II (US) 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus (E P) Energy 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus (E P) Energy GP 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Energy (E P)-A 0 46,994,853 0 46,994,853 46,994,853 24.1%
WP Energy Stronghold Holdings 0 46,994,853 0 46,994,853 46,994,853 24.1%
WP Energy Partners Stronghold Holdings 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Energy (E P) Partners-B 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Energy (E P) Partners-A 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Energy (E P) Partners-B Stronghold 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus (E P) XII 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus (E P) XII 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus XII (E P) Partners 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus XII (E P) Partners-1 0 46,994,853 0 46,994,853 46,994,853 24.1%
WP XII Stronghold Holdings 0 46,994,853 0 46,994,853 46,994,853 24.1%
WP XII (E P) Partners (A) 0 46,994,853 0 46,994,853 46,994,853 24.1%
WP XII (E P) Partners (B) 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Private Equity (E P) XII-E (A) 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Private Equity (E P) XII-D (A) 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Private Equity (E P) XII (A) 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus XII (E P) Partners 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus Co 0 46,994,853 0 46,994,853 46,994,853 24.1%
Warburg Pincus 0 46,994,853 0 46,994,853 46,994,853 24.1%
Filing

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

Ring Energy, Inc.

(Name of Issuer)

  

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

 

76680V108
(CUSIP Number)

 

Harsha Marti
General Counsel
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600

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

 

August 9, 2023

(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).

  

 

 

 

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Stronghold Energy II Operating, LLC 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

2

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Stronghold Energy II Intermediate, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

3

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Stronghold Energy II Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

4

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus & Company US, LLC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

5

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Partners II (US), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

6

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus (E&P) Energy LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

7

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus (E&P) Energy GP, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

8

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Energy (E&P)-A, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

9

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

WP Energy Stronghold Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

10

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

WP Energy Partners Stronghold Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

11

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Energy (E&P) Partners-B, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

12

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Energy (E&P) Partners-A, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

13

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

14

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus (E&P) XII LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

15

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus (E&P) XII, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

16

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus XII (E&P) Partners-2, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

17

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus XII (E&P) Partners-1, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

18

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

WP XII Stronghold Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

19

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

WP XII (E&P) Partners (A), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

20

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

WP XII (E&P) Partners (B), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

21

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Private Equity (E&P) XII-E (A), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

22

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Private Equity (E&P) XII-D (A), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

23

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus Private Equity (E&P) XII (A), L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

PN

       

24

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

25

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus & Co.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(b)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

26

 

 

SC 13D/A

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(c)     ¨ (b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

 

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

46,994,853

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

46,994,853

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,994,853

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.1%

14

TYPE OF REPORTING PERSON

 

OO

       

27

 

 

SC 13D/A

  

Item 1. Security and Issuer.

 

This Amendment No. 2 to Schedule 13D (the “Amendment”) relates to the shares of Common Stock, $0.001 par value per share (“Common Stock”), of Ring Energy, Inc., a Nevada corporation (the “Issuer”), whose principal executive office is located at 1725 Hughes Landing Blvd. Suite 900, The Woodlands, Texas 77380. This Amendment amends the Schedule 13D (the “Original Schedule 13D”) and Amendment No. 1, filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022 (“Amendment No. 1,” and together with the Original Schedule 13D, the “Schedule 13D”), to report and reflect the sale of 12,600,000 shares of the Issuer’s Common Stock filed with the SEC by certain of the Reporting Persons (as defined below) on August 9, 2023. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

 

Item 2. Identity and Background.

 

This Schedule 13D is being jointly filed by the following entities (each, a “Reporting Person” and collectively, the “Reporting Persons”):

 

Stronghold Energy II Operating, LLC (“Stronghold OpCo”)

Stronghold Energy II Intermediate, LLC (“Stronghold Intermediate”)

Stronghold Energy II Holdings, LLC (“Stronghold Holdings”)

Warburg Pincus Energy (E&P)-A, L.P.

WP Energy Stronghold Holdings, L.P.

WP Energy Partners Stronghold Holdings, L.P.

Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-A, L.P.

Warburg Pincus Private Equity (E&P) XII (A), L.P.

Warburg Pincus Private Equity (E&P) XII-D (A), L.P.

Warburg Pincus Private Equity (E&P) XII-E (A), L.P.

WP XII (E&P) Partners (A), L.P.

WP XII (E&P) Partners (B), L.P.

WP XII Stronghold Holdings, L.P.

Warburg Pincus XII (E&P) Partners-1, L.P.

Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC

Warburg Pincus Energy (E&P) Partners-B, L.P.

Warburg Pincus (E&P) XII, L.P.

Warburg Pincus (E&P) XII LLC

Warburg Pincus XII (E&P) Partners-2, L.P.

Warburg Pincus Partners II (US), L.P.

Warburg Pincus & Company US, LLC (“Warburg Pincus”)

Warburg Pincus (E&P) Energy GP, L.P.

Warburg Pincus (E&P) Energy LLC

Warburg Pincus & Co.

Warburg Pincus LLC

 

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person. A Joint Filing Agreement among the Reporting Persons is attached here to as Exhibit 1.

 

Each of the Reporting Persons, except for Warburg Pincus & Company US, LLC and Warburg Pincus LLC, is organized under the laws of the state of Delaware. Warburg Pincus & Company US, LLC and Warburg Pincus LLC is organized under the laws of the state of New York.

 

The general partners and members (collectively, the “Related Persons”) of Warburg Pincus & Co. and Warburg Pincus LLC are set forth in Schedule I hereto, including each Related Person’s present principal occupation, which is incorporated herein by reference. The Warburg Entities (as defined below) are principally engaged in the business of investing in securities, including securities of the Issuer. Except as otherwise set forth in Schedule I, the principal business address of the Related Persons and the Warburg Entities is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a) – (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 195,356,773 shares of Common Stock outstanding as of August 3, 2023, as reported on the Issuer’s Form 10-Q filed with the SEC on August 3, 2023.

 

The reported securities are held directly by Stronghold OpCo. Stronghold Intermediate is the managing member of Stronghold OpCo, and Stronghold Energy II Holdings, LLC (“Stronghold Holdings” and, collectively with Stronghold OpCo and Stronghold Intermediate, the “Stronghold Entities”) is the managing member of Stronghold Intermediate.

 

 28 

 

 

SC 13D/A

  

Warburg Pincus is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) XII LLC. Warburg Pincus (E&P) Energy LLC is the general partner of Warburg Pincus (E&P) Energy GP, L.P., which is the general partner of Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy (E&P) Partners-A, L.P., and Warburg Pincus Energy (E&P) Partners-B, L.P. Warburg Pincus Energy (E&P) Partners-B, L.P. is the managing member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner of Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P., WP XII (E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC (Warburg Pincus and the other entities listed in this paragraph, collectively, the “Warburg Entities”).

 

The Warburg Entities collectively hold a majority of the membership interests in Stronghold Holdings. Each of the Stronghold Entities, Warburg Entities and Roy Ben-Dor, (collectively, the “Reporting Persons”) directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Stronghold and, therefore, a “five percent holder” hereunder.

 

Each of the Reporting Persons other than Stronghold OpCo disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons other than Stronghold OpCo are the beneficial owners of such securities for purposes of Section 13 or for any other purposes.

 

The Reporting Persons other than Stronghold OpCo expressly disclaim any such beneficial ownership.

 

(c) On August 9, 2023, 12,600,000 shares were sold by Stronghold Opco in a block trade for aggregate proceeds of $25,900,000.

 

(d) None.

 

(e) Not applicable.

 

Item 7. Materials to be Filed as Exhibits.

 

Exhibit 6 Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Schedule 13D filed with the SEC on September 12, 2022).

  

29

 

 

SC 13D/A

  

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: August 25, 2023

  

  STRONGHOLD ENERGY II OPERATING, LLC
     
  By:  Stronghold Energy Intermediate LLC
     
  By: /s/ David Sreter
  Name: David Sreter
  Title: Authorized Signatory

 

30

 

 

SC 13D/A

  

Schedule I

 

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

 

GENERAL PARTNERS OF WP

 

NAME  

PRESENT PRINCIPAL OCCUPATION IN ADDITION

TO POSITION WITH WP LLC, AND POSITIONS

WITH THE REPORTING ENTITIES

Gregory C. Baecher   Partner of WP; Member and Managing Director of WP LLC
Roy Ben-Dor   Partner of WP; Member and Managing Director of WP LLC
Damon Beyer   Partner of WP; Member and Managing Director of WP LLC
Anthony Robert Buonanno   Partner of WP; Member and Managing Director of WP LLC
Thomas Carella   Partner of WP; Member and Managing Director of WP LLC
Brian Chang   Partner of WP; Member and Managing Director of WP LLC
Ruoxi Chen   Partner of WP; Member and Managing Director of WP LLC
Mark M. Colodny   Partner of WP; Member and Managing Director of WP LLC
Casey Ryan Dalton   Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis   Partner of WP; Member and Managing Director of WP LLC
Peter Deming   Partner of WP; Member and Managing Director of WP LLC
Adrienne Filipov   Partner of WP; Member and Managing Director of WP LLC
Eric Friedman   Partner of WP; Member and Managing Director of WP LLC
Timothy F. Geithner   Partner of WP; Member, Managing Director and President of WP LLC
Stephanie Geveda   Partner of WP; Member and Managing Director of WP LLC
Steven G. Glenn   Partner of WP; Member and Managing Director of WP LLC
Jeffrey Goldfaden   Partner of WP; Member and Managing Director of WP LLC
Edward Y. Huang   Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan   Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye   Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC
Deborah Kerr   Partner of WP; Member and Managing Director of WP LLC
Amr Kronfol   Partner of WP; Member and Managing Director of WP LLC
Rajveer Kushwaha   Partner of WP; Member and Managing Director of WP LLC
Zachary D. Lazar   Partner of WP; Member and Managing Director of WP LLC
Harsha Marti   Partner of WP; Member and Managing Director of WP LLC
Michael Martin   Partner of WP; Member and Managing Director of WP LLC
Vishnu Menon   Partner of WP; Member and Managing Director of WP LLC
Douglas Musicaro   Partner of WP; Member and Managing Director of WP LLC
James Neary   Partner of WP; Member and Managing Director of WP LLC
James O’Gara   Partner of WP; Member and Managing Director of WP LLC
Parag K. Gupta   Partner of WP; Member and Managing Director of WP LLC
Michael Pan   Partner of WP; Member and Managing Director of WP LLC
Andrew Park   Partner of WP; Member and Managing Director of WP LLC
Jeffrey Perlman   Partner of WP; Member and Managing Director of WP LLC
Chandler Reedy   Partner of WP; Member and Managing Director of WP LLC
John Rowan   Partner of WP; Member and Managing Director of WP LLC
Justin L. Sadrian   Partner of WP; Member and Managing Director of WP LLC
Adarsh Sarma   Partner of WP; Member and Managing Director of WP LLC
John W. Shearburn   Partner of WP; Member and Managing Director of WP LLC

  

 31 

 

 

SC 13D/A

  

Ashutosh Somani   Partner of WP; Member and Managing Director of WP LLC
David Sreter   Partner of WP; Member and Managing Director of WP LLC
Jeffrey Stein   Partner of WP; Member and Managing Director of WP LLC
Alexander Stratoudakis   Partner of WP; Member and Managing Director of WP LLC
Jacob Strauss   Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner   Partner of WP; Member and Managing Director of WP LLC
James W. Wilson   Partner of WP; Member and Managing Director of WP LLC
Daniel Zamlong   Partner of WP; Member and Managing Director of WP LLC
Daniel Zilberman   Partner of WP; Member and Managing Director of WP LLC

 

WP & Co. Partners, L.P.*

   
     
Warburg Pincus Principal Partnership, L.P.**    

 

*          New York limited partnership; primary activity is ownership interest in WP

**       Delaware limited partnership; primary activity is ownership interest in WP

 

MEMBERS OF WP LLC

 

NAME  

PRESENT PRINCIPAL OCCUPATION IN ADDITION

TO POSITION WITH WP LLC, AND POSITIONS

WITH THE REPORTING ENTITIES

Saurabh Agarwal (1)   Member and Managing Director of WP LLC
Jonas Agesand (2)   Member and Managing Director of WP LLC
Gregory C. Baecher   Member and Managing Director of WP LLC; Partner of WP
Roy Ben-Dor   Member and Managing Director of WP LLC; Partner of WP
Damon Beyer   Member and Managing Director of WP LLC; Partner of WP
Anthony Robert Buonanno   Member and Managing Director of WP LLC; Partner of WP
Thomas Carella   Member and Managing Director of WP LLC; Partner of WP
Brian Chang   Member and Managing Director of WP LLC; Partner of WP
Ruoxi Chen   Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (5)   Member and Managing Director of WP LLC
Mark M. Colodny   Member and Managing Director of WP LLC; Partner of WP
Casey Ryan Dalton   Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis   Member and Managing Director of WP LLC; Partner of WP
Peter Deming   Member and Managing Director of WP LLC; Partner of WP
Yi Ding (4)   Member and Managing Director of WP LLC
Yilong Du (5)   Member and Managing Director of WP LLC
Min Fang (4)   Member and Managing Director of WP LLC
Adrienne Filipov   Member and Managing Director of WP LLC; Partner of WP
Max Fowinkel (3)   Member and Managing Director of WP LLC
Eric Friedman   Member and Managing Director of WP LLC; Partner of WP
Timothy F. Geithner   Member, Managing Director and President of WP LLC; Partner of WP
Stephanie Geveda   Member and Managing Director of WP LLC; Partner of WP
Steven G. Glenn   Member and Managing Director of WP LLC; Partner of WP
Jeffrey G. Goldfaden   Member and Managing Director of WP LLC; Partner of WP
Parag K. Gupta   Member and Managing Director of WP LLC; Partner of WP
Edward Y. Huang   Member and Managing Director of WP LLC; Partner of WP

 

 32 

 

 

SC 13D/A

  

Faisal Jamil (6)   Member and Managing Director of WP LLC
Peter R. Kagan   Member and Managing Director of WP LLC; Partner of WP
Charles R. Kaye   Managing Member and Chief Executive Officer of WP LLC; Managing General Partner of WP
Deborah Kerr   Member and Managing Director of WP LLC; Partner of WP
Amr Kronfol   Member and Managing Director of WP LLC; Partner of WP
Rajveer Kushwaha   Member and Managing Director of WP LLC; Partner of WP
Zachary D. Lazar   Member and Managing Director of WP LLC; Partner of WP
Vishal Mahadevia   Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Harsha Marti   Member and Managing Director of WP LLC; Partner of WP
Michael Martin   Member and Managing Director of WP LLC; Partner of WP
Vishnu Menon   Member and Managing Director of WP LLC; Partner of WP
Piero Minardi (7)   Member and Managing Director of WP LLC
Henrique Muramoto (8)   Member and Managing Director of WP LLC
Douglas Musicaro   Member and Managing Director of WP LLC; Partner of WP
James Neary   Member and Managing Director of WP LLC; Partner of WP
Hoi Ying Ng (5)   Member and Managing Director of WP LLC
René Obermann (3)   Member and Managing Director of WP LLC
James O’Gara   Member and Managing Director of WP LLC; Partner of WP
Narendra Ostawal (1)   Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Michael Pan   Member and Managing Director of WP LLC; Partner of WP
Andrew Park   Member and Managing Director of WP LLC; Partner of WP
Jeffrey Perlman   Member and Managing Director of WP LLC; Partner of WP
Flavio Porciani (3)   Member and Managing Director of WP LLC
Chandler Reedy   Member and Managing Director of WP LLC; Partner of WP
David Reis (3)   Member and Managing Director of WP LLC
John Rowan   Member and Managing Director of WP LLC; Partner of WP
Justin L. Sadrian   Member and Managing Director of WP LLC; Partner of WP
Anish Saraf (1)   Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
Adarsh Sarma   Member and Managing Director of WP LLC; Partner of WP
Viraj Sawhney (1)   Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
John W. Shearburn   Member and Managing Director of WP LLC; Partner of WP
Leo Long Shi (4)   Member and Managing Director of WP LLC
Ashutosh Somani   Member and Managing Director of WP LLC; Partner of WP
David Sreter   Member and Managing Director of WP LLC; Partner of WP
Jeffrey Stein   Member and Managing Director of WP LLC; Partner of WP
Alexander Stratoudakis   Member and Managing Director of WP LLC; Partner of WP
Jacob Strauss   Member and Managing Director of WP LLC; Partner of WP
Michael Thompson (6)   Member and Managing Director of WP LLC
Christopher H. Turner   Member and Managing Director of WP LLC; Partner of WP
Zhen Wei (5)   Member and Managing Director of WP LLC
James W. Wilson   Member and Managing Director of WP LLC; Partner of WP
Bo Xu (4)   Member and Managing Director of WP LLC
Daniel Zamlong   Member and Managing Director of WP LLC; Partner of WP
Lei Zhang (4)   Member and Managing Director of WP LLC
Qiqi Zhang (4)   Member and Managing Director of WP LLC
Langlang Zhou (4)   Member and Managing Director of WP LLC
Lilian Zhu (4)   Member and Managing Director of WP LLC
Daniel Zilberman   Member and Managing Director of WP LLC; Partner of WP

 

(1)        Citizen of India

(2)        Citizen of Sweden

(3)        Citizen of Germany

(4)        Citizen of China

(5)        Citizen of Hong Kong

(6)        Citizen of United Kingdom

(7)        Citizen of Italy

(8)        Citizen of Brazil

 

As of August 25, 2023.

 

 33