Sec Form 3 Filing - CSL Energy Opportunity GP I, LLC @ Ranger Energy Services, Inc. - 2017-08-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CSL Energy Opportunity GP I, LLC
2. Issuer Name and Ticker or Trading Symbol
Ranger Energy Services, Inc. [ RNGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1000 LOUISIANA STREET, SUITE 3850
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2017
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 1,638,386 ( 1 ) ( 2 ) ( 3 ) I See Footnotes ( 2 ) ( 3 )
Class B Common Stock ( 4 ) 5,621,491 ( 5 ) ( 6 ) I See Footnotes ( 5 ) ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
RNGR Energy Services, LLC Units $ 0 ( 7 ) ( 7 ) Class A Common Stock 5,621,491 ( 5 ) ( 6 ) I See Footnotes ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CSL Energy Opportunity GP I, LLC
1000 LOUISIANA STREET, SUITE 3850
HOUSTON, TX77002
X
Ranger Energy Holdings, LLC
1000 LOUISIANA STREET, SUITE 3850
HOUSTON, TX77002
X
Signatures
/s/ Charles S. Leykum, as authorized signatory for CSL Energy Opportunity GP I, LLC and Ranger Energy Holdings, LLC 08/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ranger Energy Holdings, LLC (the "Ranger Reporting Person") does not have any direct or indirect beneficial ownership interest in any of these shares of Class A Common Stock and disclaims beneficial ownership therein.
( 2 )1,325,261 of these shares are held directly by Ranger Energy Holdings II, LLC ("REH II"). Subject to the terms of the Amended and Restated Limited Liability Company Agreement of REH II, CSL Energy Holdings I, LLC ("CSL HI"), together with CSL Energy Holdings II, LLC, has the right to appoint the sole manager of REH II. CSL Energy Opportunity GP I, LLC (the "CSL Reporting Person") is the managing member of CSL HI. Therefore, CSL HI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by REH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 3 )313,125 of these shares are held directly by Torrent Energy Holdings II, LLC ("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. The CSL Reporting Person is the managing member of CSL HI. Therefore, CSL HI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH II and may also be deemed to be the indirect beneficial owners of such shares. CSL HI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 4 )Each share of Class B common stock has no economic rights, but entitles its holder to one vote on all matters to be voted on by stockholders generally.
( 5 )4,482,641 of these shares are held directly by the Ranger Reporting Person. Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of the Ranger Reporting Person, CSL Energy Opportunities Fund I, L.P. ("CSL OI"), together with CSL Energy Opportunities Fund II, L.P., has the right to appoint managers of the Ranger Reporting Person, which managers hold the right to cast a majority of the votes entitled to be cast by all managers of the Ranger Reporting Person. The CSL Reporting Person is the general partner of CSL OI. Therefore, CSL OI and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by the Ranger Reporting Person and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 6 )1,138,850 of these shares are held directly by Torrent Energy Holdings, LLC ("TEH"). 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. The CSL Reporting Person is the general partner of CSL OI. Therefore, CSL I and the CSL Reporting Person may be deemed to share voting and dispositive power over the shares held by TEH and may also be deemed to be the indirect beneficial owners of such shares. CSL OI and the CSL Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 7 )Subject to the terms of the Amended and Restated Limited Liability Company Agreement of RNGR Energy Services, LLC ("Ranger LLC"), shares of the Class B common stock of the Issuer (together with a corresponding number of units issued by Ranger LLC) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of Ranger LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise of such exchange rights, subject to certain reclassification and retraction rights, as applicable.

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