SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STRONGHOLD ENERGY II OPERATING, LLC
(Last) (First) (Middle)
508 W. WALL STREET, SUITE 550
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RING ENERGY, INC. [ REI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2024 J(1) 46,120,643(1) D (1) 0 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
STRONGHOLD ENERGY II OPERATING, LLC
(Last) (First) (Middle)
508 W. WALL STREET, SUITE 550
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
1. Name and Address of Reporting Person*
STRONGHOLD ENERGY II INTERMEDIATE, LLC
(Last) (First) (Middle)
508 W. WALL STREET, SUITE 550
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
1. Name and Address of Reporting Person*
STRONGHOLD ENERGY II HOLDINGS, LLC
(Last) (First) (Middle)
508 W. WALL STREET, SUITE 550
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
Explanation of Responses:
1. The reported securities were distributed for no consideration by Stronghold Energy II Operating LLC ("Stronghold OpCo") to its members, entities affiliated with Warburg Pincus & Company US, LLC ("Warburg Pincus"), for which the receipt of such securities is exempt from Section 16 pursuant to Rule 16a-9.
2. Stronghold Energy II Intermediate, LLC ("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. In connection with the closing of the Purchase Agreement, Stronghold OpCo or, if applicable, its permitted transferees received the right to designate two directors to serve on the Issuer's Board, subject to certain approval rights of the Issuer. One of the designated directors, Roy Ben-Dor, is a managing director of Warburg Pincus.
Stronghold Energy II Operating, LLC, By: Stronghold Energy II Intermediate, LLC, By: /s/ David Sreter, Authorized Signatory 03/06/2024
Stronghold Energy II Holdings, LLC, By: Stronghold Energy II Intermediate, LLC, By: /s/ David Sreter, Authorized Signatory 03/06/2024
Stronghold Energy II Intermediate, LLC, By: /s/ David Sreter, Authorized Signatory 03/06/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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