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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Ramaco Resources, Inc. (Name of Issuer) |
Class B Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Bryan H. Lawrence Yorktown Partners LLC, 410 Park Avenue, 20th Floor New York, NY, 10022 (212) 515-2112 Jesse E. Betts Willkie Farr & Gallagher LLP, 2828 Routh Street Dallas, TX, 75201 (214) 233-4537 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown Energy Partners IX, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,233,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown IX Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,233,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown IX Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,233,952.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.06 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown Energy Partners X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,611.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown X Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,611.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown X Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,611.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown Energy Partners XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,250,613.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown XI Company LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,250,613.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Yorktown XI Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,250,613.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Ramaco Resources, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
250 West Main Street, Suite 1900, Lexington,
KENTUCKY
, 40507. | |
Item 1 Comment:
This Amendment No. 2 amends the Schedule 13D with respect to the shares of Class B common stock, par value $0.01 per share ("Class B Common Stock"), of Ramaco Resources, Inc., a Delaware corporation (the "Issuer"), previously filed by Yorktown Energy Partners IX, L.P., a Delaware limited partnership ("Yorktown IX"), Yorktown IX Company LP, a Delaware limited partnership ("Yorktown IX Co"), and Yorktown IX Associates LLC, a Delaware limited liability company ("Yorktown IX Associates"), Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), Yorktown X Company LP, a Delaware limited partnership ("Yorktown X Co"), and Yorktown X Associates LLC, a Delaware limited liability company ("Yorktown X Associates"), Yorktown Energy Partners XI, L.P., a Delaware limited partnership ("Yorktown XI"), Yorktown XI Company LP, a Delaware limited partnership ("Yorktown XI Co"), and Yorktown XI Associates LLC, a Delaware limited liability company ("Yorktown XI Associates" and together with Yorktown IX, Yorktown IX Co, Yorktown IX Associates, Yorktown X, Yorktown X Co, Yorktown X Associates, Yorktown XI and Yorktown XI Co, the "Reporting Persons") with the SEC on July 3, 2023, as amended by Amendment No. 1 thereto filed with the SEC on December 11, 2023 (the "Schedule 13D"),. Capitalized terms used herein without definition shall have the meanings given to such terms in the Schedule 13D. This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. | ||
| Item 4. | Purpose of Transaction | |
Item 4(a) is supplemented by adding the following:
The Reporting Persons, received Class B Common Stock as payment-in-kind dividends with respect to its Class B Common Stock as follows:
Yorktown IX: December 2024 - 92,735, March 2025 - 61,746, June 2025 - 33,629, September 2025 - 14,433, December 2025 - 17,530, and March 2026 - 17,635.
Yorktown X: December 2024 - 61,050, March 2025 - 49,659, June 2025 - 27,033, September 2025 - 9,667, December 2025 - 11,744, and March 2026 - 11,818.
Yorktown XI: December4 2024 - 92,366, March 2025 - 75,131, June 2025 -40,900, September 2025 - 14,626, December 2025 - 17,768, and March 2026 - 17,881. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety by the following:
As of April 1, 2026 each of Yorktown IX, Yorktown IX Co and Yorktown IX Associates beneficially owns an aggregate of 1,233,952 shares of Class B Common Stock of the Issuer, representing 11.06% of the outstanding Class B Common Stock of the Issuer. As of March 30, 2026, each of Yorktown X, Yorktown X Co, and Yorktown X Associates beneficially owns 826,611 shares of Class B Common Stock of the Issuer, representing 7.41% of the outstanding Class B Common Stock of the Issuer. As of March 30, 2026, each of Yorktown XI, Yorktown XI Co, and Yorktown XI Associates beneficially owns 1,250,613 shares of Class B Common Stock of the Issuer, representing 11.21% of the outstanding Class B Common Stock of the Issuer (based on 11,155,785 shares of Class B Common Stock of the Issuer outstanding as of February 25, 2026, as reported in the Issuer's Form 10-K, filed with the SEC on February 26, 2026). Each Reporting Person disclaims beneficial ownership of the reported Class B Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class B Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose. Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety by the following:
As of April 1, 2026, Yorktown Energy Partners IX, L.P. directly owns 1,233,952 shares of Class B Common Stock of the Issuer. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. Yorktown IX Associates LLC has the sole power to cause Yorktown IX Company LP to cause Yorktown Energy Partners IX, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. As of April 1, 2026, Yorktown Energy Partners IX, L.P. directly owns 826,611 shares of Class B Common Stock of the Issuer. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. Yorktown IX Associates LLC has the sole power to cause Yorktown IX Company LP to cause Yorktown Energy Partners IX, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. As of April 1, 2026, Yorktown Energy Partners IX, L.P. directly owns 1,250,613 shares of Class B Common Stock of the Issuer. Yorktown IX Company LP is the sole general partner of Yorktown Energy Partners IX, L.P. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. Yorktown IX Associates LLC has the sole power to cause Yorktown IX Company LP to cause Yorktown Energy Partners IX, L.P. to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners IX, L.P. Each Reporting Person disclaims beneficial ownership of the reported Class B Common Stock except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Class B Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety by the following:
From March 24, 2026 through March 30, 2026, Yorktown IX, Yorktown X and Yorktown XI collectively sold an aggregate 52,410 shares of Class B Common Stock of the Issuer in a series of open market sales. Except as disclosed in the table below, there have been no transactions in the shares of Class B Common Stock by the Reporting Persons in the last 60 days.
Date of Sale Number of Shares Weighted Average Price Per Share
March 24, 2026 8,103 $11.5756 (1)
March 25, 2026 10,258 $11.2376 (2)
March 26, 2026 6,343 $10.7833 (3)
March 27, 2026 21,625 $10.9327 (4)
March 30, 2026 6,081 $10.3381 (5)
1. This price is a weighted average price. These shares of Class B Common Stock were sold in multiple transactions at prices ranging from $11.20 to $11.91, inclusive. The Reporting Persons undertake to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), and (5), herein.
2. This price is a weighted average price. These shares of Class B Common Stock were sold in multiple transactions at prices ranging from $11.00 to $11.92, inclusive.
3. This price is a weighted average price. These shares of Class B Common Stock were sold in multiple transactions at prices ranging from $10.50 to $11.325, inclusive.
4. This price is a weighted average price. These shares of Class B Common Stock were sold in multiple transactions at prices ranging from 10.55 to $11.285, inclusive.
5. This price is a weighted average price. These shares of Class B Common Stock were sold in multiple transactions at prices ranging from 10.06 to $10.6975, inclusive. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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