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