X0306 4/A 2017-09-28 2017-10-02 0 0001588238 Rice Energy Inc. RICE 0001597372 Rice Energy Holdings LLC 2200 RICE DRIVE CANONSBURG PA 15317 1 0 1 0 Common Stock 2017-09-28 4 J 0 2118422 0.00 D 1888619 D In accordance with the Amended and Restated Limited Liability Company Agreement of Rice Energy Holdings LLC ("Rice Holdings"), Rice Holdings made a pro rata distribution of 2,118,422 shares of common stock of Rice Energy Inc. to its members holding incentive units with no consideration being paid in connection therewith. Rice Holdings is controlled by a board of managers, consisting of Daniel J. Rice IV, Toby Z. Rice, and Daniel J. Rice III, which exercises voting and dispositive power over all securities held by Rice Holdings. 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. Item 4 of Table I on the Form 4 filed by the Reporting Person on October 2, 2017 incorrectly stated the amount of securities disposed as 2,118,425, due to a typographical error. The correct number was 2,118,422. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director by deputization by virtue of the right of Reporting Person designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement between the Issuer and the Reporting Person. /s/ Rice Energy Holdings LLC, by William E. Jordan, Attorney-in-Fact 2017-10-03