| 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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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ranger Oil Corp [ ROCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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)(2) | 5,406,141 | A(1)(2) | (1) | 5,406,141 | I | See footnotes(3)(4) | ||
| Class A Common Stock(1) | 06/20/2023 | D(2) | 5,406,141 | D(2) | (2) | 0 | I | See footnotes(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 5,406,141(1) | (1) | (1) | Class A Common Stock | 5,406,141 | (2) | 0 | I | See footnotes(3)(4) | |||
| Explanation of Responses: |
| 1. Represents 5,406,141 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"), which were directly held by Rocky Creek Resources, LLC ("RCR") 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. 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. The Reporting Person is the sole general partner of Fund II. The limited partnership agreement of Fund II 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, one of whom must be Edward Geiser. |
| 4. The Reporting Person disclaims beneficial ownership of the shares held by RCR except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that it 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 | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
