SC 13G/A

Name of Reporting Person

Wishbone Energy Partners, LLC

Check the Appropriate Box if a Member of a Group

(a): ☐ (b): ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Ring Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

76680V 108

(CUSIP Number)

December 31, 2019

(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. 76680V 108

(1)

Excludes 1,269,035 shares held in escrow to satisfy potential indemnification claims associated with the transactions pursuant to which the reporting persons acquired the shares reported herein. During such time as such shares are held in escrow, the reporting persons have no voting rights with respect thereto.

(2)

Q-Wishbone (V) Investment Partners, LLC (“Q-Wishbone”) has the right to appoint a majority of the members of the board of directors of Wishbone Energy Partners, LLC (“WEP”). QEM V, LLC (“QEM V LLC”) is the managing member of Q-Wishbone. Q-Wishbone and QEM V LLC may be deemed to share voting and dispositive power over the securities held by WEP and may also be deemed to be the beneficial owner of these securities. Q-Wishbone and QEM V LLC disclaim beneficial ownership of such securities in excess of their pecuniary interest in the securities.

(3)	Based on an aggregate of 67,993,797 shares of common stock outstanding as of March 16, 2020, as set forth in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2020.

CUSIP NO. 76680V 108

(1)

(2)

Any decision taken by QEM V LLC to vote, or to direct the voting of, and to dispose, or to direct the disposition of, the securities held by WEP would require the approval of a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by WEP and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.

(3)	Based on an aggregate of 67,993,797 shares of common stock outstanding as of March 16, 2020, as set forth in the Issuer’s Annual Report on Form 10-K, filed with the SEC on March 16, 2020.

Item 1(a).

Name of issuer:

Ring Energy, Inc., a Nevada corporation.

Item 1(b).

Address of issuer’s principal executive offices:

901 West Wall St. 3rd Floor

Midland, TX

Item 2(a).

Names of persons filing:

(i) Wishbone Energy Partners, LLC

(ii) S. Wil VanLoh, Jr.

Item 2(b).

Address or principal business office or, if none, residence:

800 Capitol Street, Suite 3600

Houston, Texas 77002

Item 2(c).

Citizenship:

(i) Wishbone Energy Partners, LLC is organized under the laws of the State of Delaware.

(ii) S. Wil VanLoh, Jr. is a citizen of the United States.

Item 2(d).

Title of class of securities:

Common stock, par value $0.001 per share, of the Issuer.

Item 2(e).

CUSIP number:

76680V 108

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:

Not applicable.

Item 4.

Ownership:

The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.

Item 5.

Ownership of five percent or less of a class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

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: March 18, 2020


WISHBONE ENERGY PARTNERS, LLC

By:		/s/ James V. Baird
Name:		James V. Baird
Title:		Vice President and Secretary

S. WIL VANLOH, JR.

By:		/s/ S. Wil VanLoh, Jr.
Name:		S. Wil VanLoh, Jr.

EXHIBIT INDEX


Exhibit Number		Description

99.1		Joint Filing Agreement dated April 19, 2019 (incorporated by reference to the reporting persons’ original beneficial ownership report on Schedule 13G filed with the SEC on April 19, 2019).