Statement of Ownership (sc 13g)
July 03 2019 - 6:18AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Range Resources
Corporation
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(Name of Issuer)
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Common Stock,
par value $0.01 per share
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(Title of Class of Securities)
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75281A109
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(CUSIP Number)
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July 2, 2019
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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ý
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 10 Pages)
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______________________________
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("
Act
") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes)
CUSIP No.
75281A109
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SCHEDULE 13G
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Page
2
of 10 Pages
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1
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NAMES OF REPORTING PERSONS
SailingStone Capital Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
40,427,102
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
40,427,102
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,427,102
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.10%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
3
of 10 Pages
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1
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NAMES OF REPORTING PERSONS
SailingStone Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
40,427,102
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
40,427,102
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,427,102
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.10%
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12
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TYPE OF REPORTING PERSON
HC
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
4
of 10 Pages
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1
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NAMES OF REPORTING PERSONS
MacKenzie B. Davis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
40,427,102
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
40,427,102
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,427,102
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.10%
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12
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TYPE OF REPORTING PERSON
HC; IN
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
5
of 10 Pages
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1
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NAMES OF REPORTING PERSONS
Kenneth L. Settles Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
40,427,102
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
40,427,102
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,427,102
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.10%
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12
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TYPE OF REPORTING PERSON
HC; IN
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
6
of 10 Pages
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Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is Range Resources Corporation. (the "
Issuer
").
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Item 1
(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Issuer's principal executive offices are located at 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.
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Item 2(a).
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NAME OF PERSON FILING:
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Item 2(c).
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CITIZENSHIP:
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This statement is filed by:
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(i)
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SailingStone Capital Partners LLC
One California Street, 30th Floor
San Francisco, CA 94111
Citizenship: Delaware
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(ii)
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SailingStone Holdings LLC
One California Street, 30th Floor
San Francisco, CA 94111
Citizenship: Delaware
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(iii)
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MacKenzie B. Davis
One California Street, 30th Floor
San Francisco, CA 94111
Citizenship: United States
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(iv)
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Kenneth L. Settles Jr.
One California Street, 30th Floor
San Francisco, CA 94111
Citizenship: United States
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The foregoing persons are hereinafter sometimes collectively referred to as the "
Reporting Persons
."
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Item 2
(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.01 per share (the "
Common Stock
").
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Item 2
(e).
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CUSIP NUMBER:
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75281A109
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
7
of 10 Pages
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(c)
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¨
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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ý
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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x
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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¨
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify
the type of institution:________________________
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Item 4.
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OWNERSHIP
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The information required by Items 4(a) - (c) is set forth in Rows
5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in Row (11) of the cover page for each
of the Reporting Persons is based upon 251,148,010 shares of Common Stock reported to be outstanding as of April 19, 2019, as reported
in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed by the Issuer with the
SEC on April 22, 2019.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
8
of 10 Pages
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
9
of 10 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATED: July 2, 2019
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SailingStone Capital Partners LLC
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By:
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/s/ Kathlyne Kiaie
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Name:
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Kathlyne Kiaie
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Title:
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Chief Compliance Officer
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SailingStone Holdings LLC
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Title:
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Managing Member
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MacKenzie B. Davis
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Kenneth L. Settles Jr.
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By:
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/s/ Kenneth L. Settles Jr.
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Name:
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Kenneth L. Settles Jr.
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CUSIP No.
75281A109
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SCHEDULE 13G
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Page
10
of 10 Pages
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
DATED: July 2, 2019
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SailingStone Capital Partners LLC
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By:
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/s/ Kathlyne Kiaie
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Name:
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Kathlyne Kiaie
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Title:
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Chief Compliance Officer
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SailingStone Holdings LLC
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Title:
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Managing Member
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MacKenzie B. Davis
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Kenneth L. Settles Jr.
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By:
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/s/ Kenneth L. Settles Jr.
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Name:
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Kenneth L. Settles Jr.
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