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