RANGE RESOURCES CORP — Director's Dealing 2016

Sep 30, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RANGE RESOURCES CORP (RRC)
CIK: 0000315852
Period of Report: 2016-08-07

Reporting Person: SailingStone Capital Partners LLC (N/A)
Reporting Person: SailingStone Holdings LLC (N/A)
Reporting Person: Davis MacKenzie B (N/A)
Reporting Person: Settles Kenneth L Jr (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	23639	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.