Form SC 13D/A RING ENERGY, INC. Filed by: KUKES SIMON G
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Cusip No. 76680V108
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Schedule 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
RING ENERGY, INC.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
76680V108
(CUSIP
Number)
Simon G. Kukes
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 14, 2021
(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).
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Cusip No. 76680V108
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Schedule 13D/A
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1
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NAME OF
REPORTING PERSONS
Simon G. Kukes
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
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NUMBER
OF
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7
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SOLE
VOTING POWER
5,300,000
shares of Common Stock
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
5,300,000
shares of Common Stock
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,300,000
shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not
applicable.
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
of the Issuer’s outstanding Common Stock(1)
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14
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TYPE OF
REPORTING PERSON
IN
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(1)
Based on the number of outstanding shares of Common Stock set forth
on the cover page of the Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, as filed with the
Securities and Exchange Commission on August 9, 2021.
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Cusip No. 76680V108
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Schedule 13D/A
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1
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NAME OF
REPORTING PERSONS
J.
Douglas Schick
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
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NUMBER
OF
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7
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SOLE
VOTING POWER
7,500 shares of Common Stock
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
-0-
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
7,500 shares of Common Stock
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
Not Applicable
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*% of
the Issuer's outstanding Common Stock (1)
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14
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TYPE OF
REPORTING PERSON
IN
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* Less
than 0.1%.
(1)
Based on the number of outstanding shares of Common Stock set forth
on the cover page of the Issuer’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, as filed with the
Securities and Exchange Commission on August 9, 2021.
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Cusip No. 76680V108
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Schedule 13D/A
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This Amendment No. 11 (the
“Amendment”)
amends and supplements the Schedule
13D filed with the
Securities and Exchange Commission (the “Commission”)
on October 21, 2019, by Simon G. Kukes, Mr. John J. Scelfo (no
longer a member of the Reporting Group), Ivar Siem (no longer a
member of the Reporting Group), and J. Douglas Schick, as amended by Amendment No. 1
thereto filed on February 18,
2020 (“Amendment No.
1”), Amendment No. 2
thereto filed on March 2,
2020 (“Amendment No.
2”), Amendment No. 3
thereto filed on August 12,
2020 (“Amendment No.
3”), Amendment No. 4
thereto filed on November 10,
2020 (“Amendment
No. 4”), Amendment No. 5
thereto filed on November 19,
2020 (“Amendment
No. 5”), Amendment No. 6
thereto filed on December 2,
2020 (“Amendment
No. 6”), Amendment No. 7
thereto filed on December 10,
2020 (“Amendment
No. 7”),
Amendment No. 8 thereto filed
on December 17,
2020 (“Amendment
No. 8”), Amendment No. 9
thereto filed on January 28,
2021 (“Amendment
No. 9”), and Amendment
No. 10 thereto filed on April 1, 2021
(“Amendment No.
10”, and the Schedule
13D, as amended to date, the “Schedule
13D”).
As
used in this Amendment:
●
“Common Stock” means the
common stock of the Issuer;
●
“Issuer” means Ring
Energy, Inc.;
●
“Reporting
Persons” means Simon G.
Kukes and J. Douglas Schick; and
●
“Shares”
means the aggregate of 5,307,500 shares of Common Stock of the
Issuer beneficially owned by the Reporting
Persons.
Other
capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 3. Source of Amount of Funds or Other
Compensation
Item 3 is hereby amended and modified as follows:
The Reporting Persons beneficially own an
aggregate of 5,307,500 shares of Common Stock (the
“Shares”),
all of which were purchased by the Reporting Persons in open market
transactions, for an aggregate of approximately $12.4
million.
The
source of funding for the purchase of the Common Stock held by the
Reporting Persons was the personal funds of the respective
purchasers.
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety by the
following:
On March 2, 2020, the Reporting Persons issued a
press release, a copy of which is incorporated by reference herein
as Exhibit
99.2 hereto, which
included a letter to the Board of Directors of the Issuer. The full
text of the press release is incorporated into
this Item
4 by
reference.
On August 10, 2020, the Reporting Persons
delivered another letter to the Board of Directors of the Issuer
(the “Letter”).
Pursuant to the Letter, in accordance with the provisions of the
Issuer’s Bylaws (and not pursuant to the SEC’s Rule
14a-8) they nominated more than a dozen individuals as candidates
for the board of the Issuer (the “Board”).
The
Reporting Persons believe that in the past there may have been
failures of corporate governance by the Board of the Issuer and
that these failures may have contributed to the catastrophic fall
in the Issuer’s stock price.
The
Reporting Persons seek to improve the quality of the Issuer’s
Board. The Reporting Persons believe that a newly reconstituted
Board that includes some of their nominees will better serve the
interests of all of the Issuer’s shareholders.
The
Reporting Persons sought to avoid an expensive and distracting
proxy contest. For this reason, the Reporting Persons were prepared
to reach a reasonable compromise with the incumbent
Board.
On November 10, 2020, the Reporting Persons filed
a press release calling upon
their fellow shareholders to withhold votes on all members of the
Issuer’s Board of Directors in the upcoming election and to
encourage the proxy advisory firms to do a detailed investigation
of the incumbent Board members. The full text of the November 10,
2020 press release is incorporated by reference herein
as Exhibit
99.3 and incorporated in
this Item 4 by reference.
On November 19, 2020, the Reporting Persons filed
another press release calling upon their fellow shareholders to
withhold votes on all members of the Issuer’s Board of
Directors in the upcoming election and to encourage the proxy
advisory firms to do a detailed investigation of the incumbent
Board members. The full text of the November 19, 2020 press release
is incorporated by reference herein as Exhibit
99.4 and incorporated in
this Item
4 by
reference.
On December 2, 2020, the Reporting Persons filed
another press release calling upon their fellow shareholders to
withhold votes on all members of the Issuer’s Board of
Directors in the upcoming election and raising certain concerns
regarding the qualifications and compensation of the Issuer’s
Chief Executive Officer. The full text of the December 2, 2020
press release is incorporated by reference herein
as Exhibit
99.5 and incorporated in
this Item
4 by
reference.
On December 10, 2020, the Reporting Persons filed
another press release noting that they believe that the slate of
directors that are listed in the proxy mailed out by the Issuer do
not represent the best interests of all shareholders, urging their
fellow shareholders to withhold votes on all members of the
Issuer’s Board of Directors in the upcoming election and
raising certain concerns regarding conflicts of interest between
board members. The full text of the December 10, 2020 press release
is incorporated by reference herein as Exhibit
99.6 and incorporated in
this Item
4 by
reference.
On December 17, 2020, the Reporting Persons filed
another press release noting that they believe the lack of support
shown by the shareholders of the Issuer at its December 15, 2020
Annual Meeting shows the Board of Directors of the Issuer needs to
make changes as they no longer represent the best interests of all
shareholders, and that they continue to be concerned with the
Board’s poor performance, conflicts of interest and potential
violations of fiduciary duties and disclosure obligations. The
Reporting Persons also called upon each individual shareholder and
institutional shareholder of the Issuer to examine the actions of
the Board with regard to the appointment and compensation of its
new CEO and the sale of shares in October 2020, and to also examine
all of the other potential distractions that the Board may face,
and examine potential serious fiduciary duty issues and conflicts
of interest that the Board may have; and further called for the
incumbent Board of the Issuer to heed the voice of its shareholders
and promptly add shareholder representatives to the Board in an
effort to improve the overall quality of corporate governance and
help drive shareholder returns. The full text of the December 17,
2020 press release is incorporated by reference herein
as Exhibit
99.7 and incorporated in
this Item
4 by
reference.
On April 1, 2021, the Reporting Persons filed
another press release noting that they are generally encouraged by
the Issuer’s actions over the past year which follows the
guidance laid out in the Reporting Persons’ March 2, 2020
letter to the Board of Directors of the Issuer, which provided
explicit recommendations to strengthen the Issuer in the near-term
such as: (1) reconstitute the Board of Directors to address
entrenchment, inter-relation among directors, and lack of fresh
perspective and opinion on the Board; (2) consolidate office
locations and management to a central location to save G&A and
allow for constructive interaction; (3) focus investment on core
assets, divest non-core assets when the market recovers; (4) build
management credibility with focus on investor relations and public
communications strategy; and (5) engage major market independent
audit firm to enhance Company credibility and accountability. The
Reporting Persons went on to clarify that they are not interested
at this time in nominating Board members or presenting proposals to
the Issuer; however, they will continue to actively monitor the
Issuer, including its corporate governance and continued execution
of its turnaround plan and continue to implore management and the
Board to pay down debt and seek an eventual deleveraging
transaction. The full text of the April 1, 2021 press release is
incorporated by reference herein as Exhibit
99.8 and incorporated in
this Item
4 by
reference.
The
Reporting Persons continue to believe that the Issuer has
tremendous value and that if the Issuer is run appropriately, the
Issuer’s earnings will grow and the Issuer’s stock
price will rise.
The
Reporting Persons are hopeful that the Board of the Issuer will
deliver on the Issuer’s potential.
In
order to better understand the views of other stockholders of the
Issuer, the Reporting Persons have in the past, and in the future
may, reach out to other stockholders of the Issuer via phone and
other means. These calls have been and are expected to continue to
be, informational only, and no group has been formed and there is
no expectation that any group will be formed with any other
stockholder now or in the future, as a result of such
calls/correspondence, or otherwise.
The
Reporting Persons acquired the Shares in the belief that the Shares
were undervalued. The Reporting Persons have spoken to, and intend
to continue to speak with, representatives of the Issuer’s
Board and management to discuss enhancing shareholder value and the
potential for undertaking transactions which the Reporting Persons
believe will be beneficial to stockholders of the Issuer as
outlined in the prior press releases described above and attached
hereto or incorporated herein by reference.
The Reporting Persons are considering all of their
options, and while they have no present plan to do so (except as
otherwise disclosed in this Item
4), they reserve the right and
are considering whether to propose other transactions which relate
to or would result in one or more of the actions specified in
clauses (a) through (f) or (j) (as relates to (a) through
(f)) of Item 4 of Schedule 13D (except as discussed above, in
connection with a prior proposed change in the present board of
directors and management of the Issuer, and which may in the future
include proposals to change the number or term of directors or to
fill vacancies on the Board). The Reporting persons have no present
plan to propose any transaction which relates or would result in
one or more of the actions specified in clauses (g) through (i) or
(j) (as relates to (g) through (i)) of Item
4 of Schedule
13D.
The Reporting Persons may, from time to time and
at any time: (i) acquire additional Shares and/or other equity,
debt, notes, instruments or other securities of the Issuer,
including puts or calls, and/or its affiliates (collectively,
“Securities”)
in the open market or otherwise; (ii) dispose of any or all of
their Securities in the open market or otherwise (including, but
not limited to, by selling puts or calls); or (iii) engage in
any hedging or similar transactions with respect to the Securities
(including, but not limited to, by buying or selling puts or calls
in the open market).
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety by the
following:
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(a)
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As of
the close of business on September 17, 2021, the Reporting Persons
together beneficially own in aggregate 5,307,500 shares of Common
Stock representing 5.3% of the 99,351,145 shares of the
Issuer’s issued and outstanding Common Stock, based on the
number of outstanding shares of Common Stock set forth on the cover
page of the Issuer’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2021, as filed with the Securities and
Exchange Commission on August 9, 2021.
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(b)
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Mr.
Kukes has the sole power to vote and dispose of 5,300,000 shares of
Common Stock reported in this Schedule 13D beneficially owned by
Mr. Kukes; and Mr. Schick has the sole power to vote and dispose of
7,500 shares of Common Stock reported in this Schedule 13D
beneficially owned by Schick
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(c)
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The
following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting
Persons. All transactions represent the purchases, or sales, as
applicable, of Shares or derivative securities (as discussed below)
in open market transactions.
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Transactions in Common Stock by Simon Kukes
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Acquisition or Disposition of Shares
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Date of Transaction
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Amount of Securities Acquired
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Average Price Per Share ($)
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Acquisition(1)
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7/16/2021
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1,140,000
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$2.78
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Disposition
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9/13/2021
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790,000
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$2.53
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Disposition
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9/14/2021
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1,500,000
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$2.48
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(1)
Acquisitions were in connection with 1,140
“put” contracts sold by Mr. Kukes which were
exercised by the holders on July 16, 2021. Average Price Per Share
represents the purchase price after netting the value of the
“put” contract sold.
Transactions in Put Options by Simon Kukes in the Open
Market
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Date
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Transaction
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Strike
Price
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Expiration Date
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Contract Quantity
(underlying shares in100s)
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Price per Put
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8/24/2021
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Sell Puts
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$2.00
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10/15/2021
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(2,500)
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$0.198
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9/14/2021
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Sell
Puts
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$2.50
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10/15/2021
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(2,000)
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$0.308
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9/14/2021
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Sell
Puts
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$2.50
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12/17/2021
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(3,000)
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$0.533
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9/14/2021
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Sell
Puts
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$3.00
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12/17/2021
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(2,000)
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$0.760
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(d)
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No
other person has the right to receive or the power to vote or
to direct the vote, or to dispose or direct the disposition, of
sale of the securities beneficially owned by the Reporting Persons
as described in Item 5(a), above.
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(e)
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N/A.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding the following
at the end thereof:
The
information set forth or incorporated in Item 3 and Item 5 is
incorporated by reference in its entirety into this Item
6.
As
described in greater detail above under Item 5(c) (which
information is incorporated by reference into this Item 6), Mr.
Kukes has sold certain exchange-traded puts and calls.
The
put options do not give any of the Reporting Persons direct or
indirect voting, investment or dispositive control over any shares
of Common Stock, unless and until exercised by the holder of such
put options. Accordingly, the Reporting Persons disclaim any
beneficial ownership in any shares of Common Stock that underlie
such put options.
The
call options do not give any of the Reporting Persons direct or
indirect voting, investment or dispositive control over any shares
of Common Stock, unless and until exercised by the applicable
Reporting Persons of such call options. Accordingly, the shares of
Common Stock subject to the call options have been included in the
beneficial ownership of the Reporting Persons.
Item 7. Material to be Filed as Exhibits
Item 7 is amended and restated in its entirety by the
following:
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Exhibit No.
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Description
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Joint
Filing Agreement by and among Mr. Simon G. Kukes and Mr. J. Douglas
Schick dated August 12, 2020 (Incorporated by reference to Exhibit
99.1 to Amendment No. 3 filed on August 12, 2020)
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Press
Release dated March 2, 2020 (Incorporated by reference to Exhibit
99.1 to Amendment No. 2 filed on March 2, 2020)
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Press
Release dated November 10, 2020 (Incorporated by reference to
Exhibit 99.3 to Amendment No. 4 filed on November 10,
2020)
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Press
Release dated November 19, 2020 (Incorporated by reference to
Exhibit 99.4 to Amendment No. 5 filed on November 19,
2020)
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Press
Release dated December 2, 2020 (Incorporated by reference to
Exhibit 99.5 to Amendment No. 6 filed on December 2,
2020)
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Press
Release dated December 10, 2020 (Incorporated by reference to
Exhibit 99.6 to Amendment No. 7 filed on December 2,
2020)
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Press
Release dated December 17, 2020 (Incorporated by reference to
Exhibit 99.7 to Amendment No. 8 filed on December 17,
2020)
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Press
Release dated April 1, 2021 (Incorporated by reference to Exhibit
99.8 to Amendment No. 10 filed on April 1, 2021)
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated:
September 17, 2021
/s/ Simon G. Kukes
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Simon G. Kukes
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Dated:
September 17, 2021
/s/ J. Douglas Schick
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J. Douglas Schick
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