0001209191-14-077428.txt : 20141222 0001209191-14-077428.hdr.sgml : 20141222 20141222163548 ACCESSION NUMBER: 0001209191-14-077428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141222 FILED AS OF DATE: 20141222 DATE AS OF CHANGE: 20141222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rice Midstream Partners LP CENTRAL INDEX KEY: 0001620928 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] 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: Rice Midstream Holdings LLC CENTRAL INDEX KEY: 0001627878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36789 FILM NUMBER: 141303398 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: Rice Energy Appalachia, LLC CENTRAL INDEX KEY: 0001624644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36789 FILM NUMBER: 141303399 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: Rice Energy Inc. CENTRAL INDEX KEY: 0001588238 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36789 FILM NUMBER: 141303400 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-12-22 0 0001620928 Rice Midstream Partners LP RMP 0001588238 Rice Energy Inc. 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001624644 Rice Energy Appalachia, LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001627878 Rice Midstream Holdings LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 Common units representing limited partnership interests 2014-12-22 4 J 0 3623 A 3623 I See Footnotes Subordinated units representing limited partner interests 2014-12-22 4 J 0 28753623 A Common units representing limited partner interests 28753623 28753623 I See Footnotes In connection with the initial public offering of the Issuer's common units representing limited partner interests ("Common Units"), pursuant to that certain Contribution Agreement, by and among the Issuer, Rice Midstream Holdings LLC ("Rice Midstream Holdings") and other parties thereto, dated December 22, 2014, Rice Midstream Holdings contributed certain assets to the Issuer and received in exchange 3,623 Common Units and 28,753,623 subordinated units representing limited partner interests in the Issuer ("Subordinated Units"). The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-199932) filed with the Securities and Exchange Commission on December 18, 2014. This Form 4 is being filed jointly by Rice Midstream Holdings, Rice Energy Appalachia LLC ("REA") and Rice Energy Inc. ("Rice Energy"). The securities of the Issuer are owned directly by Rice Midstream Holdings. REA directly owns 100% of the outstanding membership interests in Rice Midstream Holdings and Rice Energy Inc. directly owns 100% of the outstanding membership interests in REA. Accordingly, Rice Energy and REA may be deemed to be an indirect beneficial owner of the securities of the Issuer held by Rice Midstream Holdings. /s/ William E. Jordan, Vice President, General Counsel and Corporate Secretary of Rice Energy Inc. 2014-12-22 /s/ William E. Jordan, Vice President, General Counsel and Corporate Secretary of Rice Energy Appalachia, LLC 2014-12-22 /s/ William E. Jordan, Vice President, General Counsel and Corporate Secretary of Rice Midstream Holdings LLC 2014-12-22