Exhibit 3.3

CERTIFICATE OF FORMATION

OF

RICE MIDSTREAM MANAGEMENT LLC

This Certificate of Formation, dated July 30, 2014, has been duly executed and is filed pursuant to Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act.

1. Name. The name of the Company is “Rice Midstream Management LLC”.

2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

EXECUTED as of the date written first above.

RICE MIDSTREAM MANAGEMENT LLC
	By:	/s/ Daniel J. Rice IV
		Name:	Daniel J. Rice IV
		Title:	Authorized Person