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CORRESP
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CORRESP

 June 15, 2022

 VIA
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Mr. John Cannarella and Mr. Karl Hiller

Re:
 Ranger Oil Corporation

 Form 10-K for the Fiscal Year Ended December 31, 2021

 Filed March 8, 2022

 File No. 001-13283

Dear Mr. Cannarella and Mr. Hiller:

On behalf of Ranger Oil Corporation (“Ranger Oil” or the “Company”), we are providing the following response to the
comments on the above-referenced reports provided by staff members (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated June 1, 2022. To assist in your review, we have included the heading
and comment from that letter in italics followed by the Company’s response in regular typeface.

 Form
10-K for the Fiscal Year Ended December 31, 2021

 Management’s Discussion and Analysis

 Liquidity and Capital Resources, page 57

1.
 We note that you report within earning releases filed on Form 8-K
(e.g. as on March 8, 2022 and May 4, 2022) the non-GAAP measures of Discretionary Cash Flow and Free Cash Flow, along with a compound reconciliation based on your
non-GAAP measure of Adjusted EBITDAX, contrary to the requirements in §244.100 of Regulation G, which requires, for each non-GAAP measure that you report,
(i) a presentation of the most directly comparable GAAP financial measure, and (ii) a reconciliation between the most directly comparable GAAP financial measure and
the non-GAAP measure.

 Given your characterization of
the measures as representing cash flows, also considering that your measure of Free Cash Flow is derived from your measure of Discretionary Cash Flow, and is described as illustrating your ability to generate cash flows from
the business, it appears that you should utilize Net cash provided by operating activities in accordance with GAAP as the most directly comparable GAAP financial measure. Please submit the revisions that you propose for future
earnings releases having these non-GAAP measures to comply with the aforementioned requirements.

 Response:

The Company respectfully acknowledges the Staff’s comments and advises the Staff that, in future earnings releases, the Company will, in consideration of
how this measure is calculated, present the measure as Adjusted Free Cash Flow, rather than Free Cash Flow. Further, when presenting Adjusted Free Cash Flow, the Company will include (i) a presentation of Net cash provided by operating
activities (calculated in accordance with GAAP), as the most directly comparable GAAP financial measure, and (ii) a reconciliation between Net cash provided by operating activities (calculated in accordance with GAAP), as the most directly
comparable GAAP financial measure, and Adjusted Free Cash Flow, with disclosure substantially similar to the following:

 Adjusted Free Cash Flow is a non-GAAP financial measure that management believes illustrates our ability to generate cash flows from our business that are available to be returned to our providers of financing capital. Adjusted Free Cash Flow
is defined as net cash provided by operating activities (a GAAP measure), adjusted for: gains (losses) on extinguishment of debt, cash paid for acquisitions (net of cash acquired), cash paid for capital expenditures, cash proceeds from sales of
assets, (discounts) premiums associated with proceeds of debt offerings, assumption (repayments) of acquired and other debt, proceeds from noncontrolling interests (net of transaction/issuance costs paid), withholding taxes for share-based
compensation and debt issue costs paid. Pro Forma Adjusted Free Cash Flow is defined as Adjusted Free Cash Flow and includes changes to beginning Net debt to incorporate the effects of the Juniper transactions and Lonestar Acquisition.

We believe Adjusted Free Cash Flow is commonly used by investors and professional research analysts for the valuation, comparison, rating, investment
recommendations of companies in many industries. We believe Pro Forma Adjusted Free Cash Flow provides useful information to investors and analysts for assessing the Company’s financial performance and ability to generate cash from its
operations. Adjusted Free Cash Flow and Pro Forma Adjusted Free Cash Flow should be considered as a supplement to Net cash provided by operating activities as a measure of our liquidity.

Three Months Ended

Year Ended

March 31, 2022

December 31, 2021

 Net cash provided by operating activities:

$
133,835

$
289,025

 Gains (losses) on extinguishment of debt

2,157

—

 Cash paid for acquisitions, net of cash acquired

—

11,009

 Cash paid for capital expenditures

(71,173
)

(256,343
)

 Cash proceeds from sales of assets

656

160

 (Discounts) premiums associated with proceeds of debt offerings

—

(3,928
)

 Assumption (repayments) of acquired and other debt

(83
)

(251,857
)

 Proceeds from noncontrolling interests, net of transaction/issuance costs paid

—

141,861

 Withholding taxes for share-based compensation

(445
)

(656
)

 Debt issue costs paid

(113
)

(14,367
)

 Adjusted Free Cash Flow

$
64,834

$
(85,096
)

 Pro Forma changes in Net debt 1

—

194,163

 Pro Forma Adjusted Free Cash Flow 1

$
64,834

$
109,067

1
 Net debt at the beginning of the period has been adjusted for the pro forma net effects of the Lonestar
Acquisition and Juniper transactions, as applicable. See the following tables later in this release for reconciliation of Net debt and explanations of the pro forma adjustments to Net debt.

 2

 The Company further advises that, because Discretionary cash flow was only presented in order to calculate
Free Cash Flow from Adjusted EBITDAX (and ultimately from net income), we will no longer present the non-GAAP financial measure of Discretionary cash flow going forward.

Financial Statements

 Note 3 - Summary of
Significant Accounting Policies

 Noncontrolling Interest, page 76

2.
 We note your disclosure explaining that the noncontrolling interest represents the ownership interest held
by Juniper and that when your relative ownership interest in the partnership changes, adjustments to noncontrolling interest and additional paid-in-capital will
occur. We also understand from your disclosure in the third paragraph on page 81 that you regard the partnership as a VIE and Ranger Oil as the primary beneficiary, and have consolidated the partnership on this basis.

 You indicate that the common units are “optionally redeemable” by the holder for a fixed number of
shares on a one-for-one basis, that there is no fixed or determinable date or fixed or determinable price for redemption, and that you may settle redemption with
either cash or Class A common shares.

 Please expand your disclosures under Principles of Consolidation on page 74 and
Noncontrolling interest on page 76, as appropriate, to describe (i) the structure of your arrangement with the partnership, its direct investors, and the general partner, (ii) the significant judgments and assumptions made in
your primary beneficiary assessment, and (iii) qualitative and quantitative information about your involvement with the partnership to comply with FASB ASC 810-10-50-5A.

 This information should include quantification of the economic
interests held by Ranger Oil in the VIE during the periods covered by your report, an outline of the circumstances under which it is reasonably possible that your relative ownership interest would change, and an explanation of how any cash
settlement amounts would be determined and considered in making a settlement election in response to a redemption notice.

 Response:

The Company respectfully acknowledges the Staff’s comments, and the Company will expand our disclosures in applicable future filings by including
disclosure substantially similar to the following:

 Principles of Consolidation

Our consolidated financial statements include the accounts of Ranger Oil and all of its subsidiaries. Intercompany balances and transactions have been
eliminated.

 In January 2021, Ranger Oil completed a reorganization into an Up-C structure with JSTX Holdings, LLC
(“JSTX”) and Rocky Creek Resources (“Rocky Creek”), which are affiliates of Juniper Capital Advisors, L.P. (“Juniper Capital” and, together with JSTX and Rocky Creek, “Juniper”). Under the Up-C structure, Juniper owns all of the shares of Class B common stock,

 3

par value $0.01 per share, in the Company (the “Class B Common Stock”) which are non-economic voting only shares of the Company.
Juniper’s economic interest in the Company is held through its ownership of limited partner interests (the “Common Units”) in the Company’s partnership subsidiary, PV Energy Holdings, L.P. (the “Partnership”). See Note
4 – Juniper Transactions for discussion around the initial contributions to the Partnership by the Company and Juniper. Pursuant to the amended and restated limited partnership agreement of the Partnership (the “Partnership
Agreement”), the Company’s ownership of Common Units in the Partnership at all times equals the number of shares of the Company’s Class A common stock, par value $0.01 per share, in the Company (the “Class A Common
Stock”) then outstanding, and Juniper’s ownership of Common Units in the Partnership at all times equals the number of shares of Class B Common Stock then outstanding. The Partnership was formed for the purpose of executing the
Company’s re-organization with Juniper into an Up-C structure. The Partnership, through its subsidiaries, owns, operates, and manages oil and gas properties in
Texas and manages the Company’s outstanding debt and derivative instruments. The Company’s wholly-owned subsidiary, PV Energy Holdings, GP LLC (the “GP”), is the general partner of the Partnership. Subsidiaries of the Partnership
own and operate all our oil and gas assets. Ranger Oil and the Partnership are holding companies with no other operations, material cash flows, or material assets or liabilities other than the equity interests in their subsidiaries.

The Common Units are redeemable (concurrently with the cancellation of an equivalent number of shares of Class B Common Stock) by Juniper at any time on
a one-for-one basis in exchange for shares of Class A Common Stock or, if the Partnership elects, cash based on the 5-day
average volume-weighted closing price for the Class A Common Stock immediately prior to the redemption. In determining whether to make a cash election, the Company would consider the interests of the holders of the Class A Common Stock,
the Company’s financial condition, results of operations, earnings, projections, liquidity and capital requirements, management’s assessment of the intrinsic value of the Class A Common Stock, the trading price of the Class A
Common Stock, legal requirements, covenant compliance, restrictions in the Company’s debt agreements and other factors it deems relevant.

 The
Partnership is considered a variable interest entity for which the Company is the primary beneficiary. The Company has benefits in the Partnership through the Common Units, and it has power over the activities most significant to the
Partnership’s economic performance through its 100% controlling interest in the GP (which, accordingly, is acting as an agent on behalf of the Company).    This conclusion was based on a qualitative analysis that considered
the Partnership’s governance structure and the GP’s control over operations of the Partnership. The GP manages the business and affairs of the Partnership, including key Partnership decision-making, and the limited partners do not possess
any substantive participating or kick-out rights that would allow Juniper to block or participate in certain operational and financial decisions that most significantly impact the Partnership’s economic
performance or that would remove the GP. As such, because the Company has both power and benefits in the Partnership, the Company determined it is the primary beneficiary of the Partnership and consolidates the Partnership in the Company’s
consolidated financial statements. The Company reflects a noncontrolling interest in the consolidated financial statements based on the proportion of Common Units owned by Juniper relative to the total number of Common Units outstanding. The
noncontrolling interest is presented as a component of equity.

 4

 Noncontrolling interest

Noncontrolling interest in the accompanying consolidated financial statements represents the ownership interest held by Juniper in the Partnership and is
presented as a component of equity. The noncontrolling interest percentage may be affected by the issuance of shares of Class A Common Stock, repurchases or cancellation of Class A Common Stock, the exchange of Class B Common Stock
and the redemption of Common Units (and concurrent cancellation of Class B Common Stock), among other things. The percentage is based on the proportionate number of Common Units held by Juniper relative to the total Common Units outstanding. As
of December 31, 2021, the Company owned 21,090,259 Common Units, representing a 48.3% limited partner interest in the Partnership, and Juniper owned 22,548,998 Common Units, representing the remaining 51.7% limited partner interest. Prior
to the Lonestar Acquisition in October 2021 in which 5,749,508 shares of Class A Common Stock were issued as consideration, the Company owned 15,338,745 Common Units, representing a 40.5% limited partner interest in the Partnership, and Juniper
owned 22,548,998 Common Units, representing the remaining 59.5% limited partner interest.

 When the Company’s relative ownership interest in the
Partnership changes, adjustments to noncontrolling interest and additional paid-in-capital, tax effected, will occur. Because these changes in the ownership interest in
the Partnership do not result in a change of control, the transactions are accounted for as equity transactions under ASC Topic 810, Consolidation, which requires that any differences between the carrying value of the Company’s basis in the
Partnership and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. Additionally, based on the Partnership Agreement, there are no substantive profit sharing arrangements that
would cause distributions to be other than pro rata. Therefore, profits and losses are attributed to the common shareholders and noncontrolling interest pro rata based on ownership interests in the Partnership.

Note 4 - Transactions, page 78

3.
 We note that you disclose the purchase price allocation for your acquisition of Lonestar Resources US Inc.
on page 79, and ascribe the $163.2 million purchase price to the shares issued to complete the transaction in your Statements of Equity on page 73, where you also report a reclassification of $57.6 million from paid-in-capital to noncontrolling interest, which is labeled as “Change in ownership related to the Lonestar Acquisition.”

This amount appears to correspond to disclosure in Note 17 - Earning Per Share on page 101, where it is described as “Change
in ownership of consolidated subsidiaries” and is utilized to reduce Net income (loss) attributable to common shareholders, to yield an amount that is labeled “Change from net income (loss) attributable to common shareholders and
transfers to Noncontrolling interest.” However, the utility of that computation and result is unclear from the accompanying disclosures.

In your footnote to the table, you explain that the adjustment is made “...to reflect the change in ownership structure that was
effective at October 5, 2021 relating to the noncontrolling interest arising from the Juniper Transactions on January 15, 2021,” and on page 82 you also indicate that a change in ownership of the noncontrolling interest occurred
in connection with the acquisition of Lonestar.