Ranger Oil (ROCC) Form 4 Ranger Oil / Edward Geiser ownership change

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).

1. Name and Address of Reporting Person^*

Geiser Edward

(Last) (First) (Middle)

2727 ALLEN PARKWAY, SUITE 1850

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ranger Oil Corp [ ROCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director and 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Class A Common Stock(1)	06/20/2023		A(1)		22,548,998	A(1)	(2)	22,548,998	I	See footnotes(3)(4)
Class A Common Stock(1)	06/20/2023		D(2)		22,548,998	D(2)	(2)	0	I	See footnotes(3)(4)

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
Class B Common Stock	(1)	06/20/2023		D(1)(2)			22,548,998(1)	(1)	(1)	Class A Common Stock	22,548,998	(2)	0	I	See footnotes(3)(4)

Explanation of Responses:

1. Represents 22,548,998 shares of Class A Common Stock, par value $0.01 per share ("Class A Shares"), that, in connection with the merger of Baytex Energy Corp. and the Issuer (the "merger"), were acquired upon the exchange of Commons Units, together with a corresponding number of shares of Class B Common Stock, par value $0.01 per share ("Class B Shares" and, together with the Class A Shares, "Common Stock"), of which JSTX Holdings, LLC ("JSTX") directly held 17,142,857 Class B Shares and Rocky Creek Resources, LLC ("RCR") directly held 5,406,141 Class B Shares immediately prior to the closing of the merger on June 20, 2023. The reported securities had no expiration date.

2. As a result of the merger, the reported securities were exchanged for Common Shares of Baytex Energy Corp., and the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Common Stock.

3. JSTX is wholly owned by Juniper Capital III, L.P., a Delaware limited partnership ("Fund III"), and Juniper Phoenix Partners, L.P., a Delaware limited partnership ("Phoenix"). Juniper Capital III GP, L.P, a Delaware limited partnership ("Fund III GP"), is the sole general partner of each of Fund III and Phoenix. RCR is controlled by Juniper Capital II, L.P., a Delaware limited partnership and investment fund ("Fund II"), and Fund II owns a majority of the membership interests in RCR. Juniper Capital II GP, L.P., a Delaware limited partnership ("Fund II GP"), is the sole general partner of Fund II. Each of the limited partnership agreements of Fund II and Fund III dictate that the disposition of material interest, such as the investment in the Company, must be approved by two of the three members of Fund II GP and Fund III GP, respectively, one of whom must be Edward Geiser.

4. Mr. Geiser disclaims beneficial ownership of the shares held by each of JSTX and RCR except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Edward Geiser	06/22/2023
	** Signature of Reporting Person	Date
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