X0206 3 2016-02-18 0 0001620928 Rice Midstream Partners LP RMP 0001666988 Rice Midstream GP Holdings LP 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 Common units representing limited partnership interests 3623 D Subordinated units representing limited partnership interest Common units representing limited partner interests 28753623 D Rice Midstream Holdings LLC ("Rice Midstream Holdings") transferred 3,623 common units representing limited partner interests in the Issuer (the "Common Units") and 28,753,623 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") to the Reporting Person pursuant to the Securities Purchase Agreement between Rice Midstream Holdings, the Reporting Person and certain investors affiliated with EIG Global Energy Partners. 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. /s/ William E. Jordan, Authorized Person of Rice Midstream GP Management LLC, on behalf of Rice Midstream GP Holdings LP 2016-02-22