Sec Form 4 Filing - Leykum Charles S. @ Ranger Energy Services, Inc. - 2017-08-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Leykum Charles S.
2. Issuer Name and Ticker or Trading Symbol
Ranger Energy Services, Inc. [ RNGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 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)
__ X __ Form filed by One Reporting Person
_____ 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 08/16/2017 P 612,069 ( 1 ) A $ 14.5 2,818,350 ( 1 ) ( 2 ) ( 3 ) ( 4 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
Class B Common Stock ( 5 ) 6,416,154 ( 6 ) ( 7 ) ( 8 ) I See Footnotes ( 6 ) ( 7 ) ( 8 )
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 ( 9 ) ( 9 ) Class A Common Stock 6,416,154 6,416,154 I See Footnotes ( 6 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leykum Charles S.
1000 LOUISIANA STREET, SUITE 3850
HOUSTON, TX77002
X
Signatures
/s/ Charles S. Leykum 08/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )612,069 shares were purchased pursuant to the initial public offering of Ranger Energy Services, Inc. (the "Issuer") and are held by CSL Energy Opportunities Master Fund, LLC ("CSL MF"). CSL Energy Opportunity GP I, LLC ("CSL GP I") is the managing member of CSL MF and the Reporting Person is the managing member of CSL GP I. Therefore, CSL GP I and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL GP I and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 2 )567,895 of these shares are held directly by CSL Energy Holdings II, LLC ("CSL HII"). CSL Energy Opportunity GP II, LLC ("CSL GP II") is the managing member of CSL HII and the Reporting Person is the managing member of CSL GP II. Therefore, CSL GP II and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL GP II and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 3 )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") and CSL HII have the right to appoint the sole manager of REH II. Each of CSL HI and CSL HII is managed by its sole general partner, CSL GP I and CSL GP II, respectively, the managing member of which, in each case, is the Reporting Person. Therefore, CSL HI, CSL HII, CSL GP I, CSL GP II and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL HI, CSL HII, CSL GP I, CSL GP II and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 4 )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. CSL HI is managed by its general partner, CSL GP I, the managing member of which is the Reporting Person. Therefore, CSL HI, CSL GP I and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL HI, CSL GP I and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 5 )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.
( 6 )4,482,641 of these shares are held directly by Ranger Energy Holdings, LLC ("REH"). Subject to the terms of the Third Amended and Restated Limited Liability Company Agreement of REH, CSL Energy Opportunities Fund I, L.P. ("CSL OI") and CSL Energy Opportunities Fund II, L.P. ("CSL OII") collectively have the right to appoint managers of REH, which managers hold the right to cast a majority of the votes entitled to be cast by all managers of REH. Each of CSL OI and CSL OII is managed by its sole general partner, CSL GP I and CSL GP II, respectively, the managing member of which, in each case, is the Reporting Person. Therefore, CSL OI, CSL OII, CSL GP I, CSL GP II and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL OI, CSL OII, CSL GP I, CSL GP II and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 7 )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. CSL OI is managed by its general partner, CSL GP I, the managing member of which is the Reporting Person. Therefore, CSL OI, CSL GP I and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL OI, CSL GP I and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 8 )794,663 of these shares are held directly by CSL OII. CSL GP II is the general partner of CSL OII and the Reporting Person is the managing member of CSL GP II. Therefore, CSL GP II and the Reporting Person may be deemed to share voting and dispositive power over these shares and may also be deemed to be the indirect beneficial owners of such shares. CSL GP II and the Reporting Person disclaim beneficial ownership of these shares in excess of their pecuniary interest therein.
( 9 )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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