0000899243-16-018244.txt : 20160418 0000899243-16-018244.hdr.sgml : 20160418 20160418200923 ACCESSION NUMBER: 0000899243-16-018244 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160415 FILED AS OF DATE: 20160418 DATE AS OF CHANGE: 20160418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Energy Capital Management, L.L.C. CENTRAL INDEX KEY: 0001471812 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577791 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 FORMER NAME: FORMER CONFORMED NAME: NGP Energy Capital Management LLC DATE OF NAME CHANGE: 20090909 FORMER NAME: FORMER CONFORMED NAME: NGP Energy Capital Management, LLC DATE OF NAME CHANGE: 20090908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GFW X, L.L.C. CENTRAL INDEX KEY: 0001555576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577792 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G.F.W. Energy X, L.P. CENTRAL INDEX KEY: 0001555496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577793 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Natural Resources X, L.P. CENTRAL INDEX KEY: 0001521229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577795 BUSINESS ADDRESS: STREET 1: 125 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GFW IX, L.L.C. CENTRAL INDEX KEY: 0001597404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577796 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., STE. 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 532-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., STE. 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP IX Offshore Holdings, L.P. CENTRAL INDEX KEY: 0001592748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577798 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-432-1467 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Rice Holdings LLC CENTRAL INDEX KEY: 0001596973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577800 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1467 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rice Energy Inc. CENTRAL INDEX KEY: 0001588238 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (724) 746-6720 MAIL ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP X Parallel Holdings, L.P. CENTRAL INDEX KEY: 0001598409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577794 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD. STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Natural Gas Partners IX, L.P. CENTRAL INDEX KEY: 0001408123 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577799 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 STREET 2: IRVING CITY: Irving STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 STREET 2: IRVING CITY: Irving STATE: TX ZIP: 75039 FORMER NAME: FORMER CONFORMED NAME: Natural Gas Partners IX LP DATE OF NAME CHANGE: 20070727 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G.F.W. ENERGY IX, L.P. CENTRAL INDEX KEY: 0001541519 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36273 FILM NUMBER: 161577797 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-04-15 1 0001588238 Rice Energy Inc. RICE 0001596973 NGP Rice Holdings LLC 5221 N. O'CONNOR BOULEVARD, SUITE 1100 IRVING TX 75039 1 0 1 0 0001408123 Natural Gas Partners IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001592748 NGP IX Offshore Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001541519 G.F.W. ENERGY IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001597404 GFW IX, L.L.C. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001521229 NGP Natural Resources X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001598409 NGP X Parallel Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555496 G.F.W. Energy X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555576 GFW X, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001471812 NGP Energy Capital Management, L.L.C. 1221 MCKINNEY STREET, SUITE 2975 HOUSTON TX 77010 0 0 1 0 Common stock 2016-04-15 4 S 0 9858891 15.60 D 4478834 D NGP Rice Holdings LLC sold 9,858,891 shares of common stock to the public in an underwritten public offering of Rice Energy Inc. (the "Issuer") on April 15, 2016 (the "Offering"). Pursuant to the underwriting agreement and in connection with the Offering, NGP Rice Holdings LLC granted the underwriter a 30-day option to purchase the remaining 4,478,834 shares of common stock from NGP Rice Holdings LLC. This form is jointly filed by NGP Rice Holdings LLC ("NGP Holdings"), Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, "NGP IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), GFW IX, L.L.C. ("GFW IX"), NGP Natural Resources X, L.P. and NGP X Parallel Holdings, L.P. (collectively, "NGP X"), G.F.W. Energy X, L.P. ("GFW Energy X"), GFW X, L.L.C. ("GFW X") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). GFW IX is the general partner of GFW Energy IX, the general partner of NGP IX, which, together with NGP X, owns a controlling interest in NGP Holdings. GFW X is the general partner of GFW Energy X, the general partner of NGP X, which, together with NGP IX, owns a controlling interest in NGP Holdings. (Continued from footnote 2) Accordingly, each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as a result may be deemed to beneficially own the reported securities of NGP Holdings. GFW IX and GFW X have delegated full power and authority to manage NGP IX and NGP X, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as result may be deemed to beneficially own the reported securities of NGP Holdings. Each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X, NGP X and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. On January 29, 2014, the Reporting Person entered into the Stockholders' Agreement, pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of common stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act (the "Group"). The Reporting Person disclaims beneficial ownership of the shares of common stock held by the members of the Group, except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may have been deemed to be a director by deputization prior to the Offering by virtue of the right of Reporting Person to designate a member of the Issuer's board of directors pursuant to the Stockholders' Agreement between the Issuer, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc. Because of its reduced ownership of shares of common stock after the completion of the Offering, the Reporting Person no longer has the right under the Stockholders' Agreement to designate a member of the Issuer's board of directors. Accordingly, the Reporting Person is no longer deemed to be a director by deputization. /s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC general partner of NGP IX US Holdings, LP, member of NGP RE Holdings, L.L.C., member of NGP Rice Holdings, LLC 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of NGP IX Offshore Holdings, L.P. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of Natural Gas Resources X, L.P. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP X Parallel Holdings, L.P. 2016-04-18 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P. 2016-04-18 /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 2016-04-18