Ranger Energy Services Inc
For the period ended Jun 30, 2024. Filed Jul 30, 2024.
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Jun 30, 2024 · Filed Jul 30, 2024
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Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
On May 24, 2024, J. Matt Hooker, our Senior Vice President, Well Services, adopted a written trading plan for the sale of our Class A Common Stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Trading Plan”). Mr. Hooker’s Rule 10b5-1 Trading Plan provides for the sale of up to 15,606 shares of our Class A common stock, during the period beginning on August 23, 2024 and ending August 25, 2025.
During the three months ended June 30, 2024, except as described above, none of our other directors or executive officers adopted orterminated a Rule 10b5-1 Trading Plan, or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K)
On May 6, 2024, the Company entered into a Lock-Up Agreement with Charles S. Leykum and CSL Capital Management, L.P., for and on behalf of subsidiary and affiliated entities, including CSL Energy Opportunity GP I, LLC, CSL Fund II Preferred Holdings, LLC, CSL Energy Holdings II, LLC, CSL Energy Opportunity GP II, LLC, CSL Energy Opportunities Fund II, L.P., and CSL CM GP, LLC (the “CSL-related entities,” and collectively with CSL Capital Management, L.P. and Charles S. Leykum, “CSL”), whereby CSL agreed not to enter into certain types of “Prohibited Transactions” involving the Company’s securities until December 31, 2024. The Prohibited Transactions are defined to include: (1) offering, pledging, encumbering, hypothecating, selling, granting of an option, or contracting to sell, lend or otherwise attempt to or transfer or dispose of, directly or indirectly, any shares of common stock of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired; (2) entering into any put, call, hedge, short sale or swap or other arrangement that could or does transfer to another or give another rights with respect to, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (including for purposes of (1) or (2) above, any other act or transaction that would transfer the beneficial ownership of the Company’s securities to any other person; or (3) publicly disclosing the intention to do any of the foregoing. The parties agreed to exclude from the Lock-Up Agreement certain limited types of transactions, or terminate the Lock-Up Agreement on the occurrence of certain events, which are expressly enumerated in the Lock-Up Agreement. In partial consideration for CSL’s entry into the Lock-up Agreement, Ranger agreed to reimburse CSL for fees and expenses incurred by it in connection with its negotiation of the Lock-Up Agreement.
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