SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SailingStone Capital Partners LLC

(Last) (First) (Middle)
1 CALIFORNIA STREET, SUITE 3050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2016
3. Issuer Name and Ticker or Trading Symbol
RANGE RESOURCES CORP [ RRC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 23,639(1)(2)(3) I By: SAILINGSTONE GLOBAL NATURAL RESOURCES FUND, L.P.(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SailingStone Capital Partners LLC

(Last) (First) (Middle)
1 CALIFORNIA STREET, SUITE 3050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SailingStone Holdings LLC

(Last) (First) (Middle)
1 CALIFORNIA STREET, SUITE 3050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Davis MacKenzie B

(Last) (First) (Middle)
1 CALIFORNIA STREET, SUITE 3050

(Street)
SAN FRANCISCO CA 941111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Settles Kenneth L Jr

(Last) (First) (Middle)
1 CALIFORNIA STREET, SUITE 3050

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. On August 7, 2016, the Reporting Persons entered into a Voting Support and Nomination Agreement (the "Agreement") with Range Resources Corporation (the "Company") pursuant to which the parties thereto agreed (i) to cooperate with each other to identify one new independent director to be appointed to the Company's board of directors who is mutually agreeable to the board and the Reporting Persons; (ii) that the Company would implement a Stockholder Engagement Policy (as defined in the Agreement); and (iii) that the Company would implement Additional Performance Criteria (as defined in the Agreement ). Prior to this date, for the purposes of Section 16, the Reporting Persons did not beneficially own more than 10% of any class of the Company's equity securities due to exemptions under Rule 16a-1(a)(1)(v) and Rule 16a-1(a)(1)(vii), as applicable, for shares of the Company held in accounts for which SailingStone Capital Partners LLC serves as investment adviser.
2. Kenneth Settles holds approximately 0.89% of the limited partnership interests of SailingStone Global Natural Resources Fund, L.P. a Delaware limited partnership ("GNR Fund"), and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by GNR Fund, or 10,467 shares. MacKenzie Davis holds approximately 1.12% of the limited partnership interests of GNR Fund and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by GNR Fund, or 13,172 shares.
3. Each of the Reporting Persons (other than Kenneth Settles and MacKenzie Davis to the extent set forth above), hereby disclaims beneficial ownership of the shares held by GNR Fund pursuant to Rule 16a-1(a)(4) under the 1934 and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purpose.
SailingStone Capital Partners LLC, By: /s/ Kathlyne Kiaie, Chief Compliance Officer 09/30/2016
/s/ Kenneth L. Settles Jr. 09/30/2016
/s/ MacKenzie B. Davis 09/30/2016
SailingStone Holdings LLC, By: /s/ MacKenzie B. Davis, Managing Member 09/30/2016
** 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 5 (b)(v).
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