X0306 4 2016-02-18 0 0001620928 Rice Midstream Partners LP RMP 0001588238 Rice Energy Inc. 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 0001624644 Rice Energy Appalachia, LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001666988 Rice Midstream GP Holdings LP 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 0001666989 Rice Midstream GP Management LLC 400 WOODCLIFF DRIVE CANONSBURG PA 15317 0 0 1 0 Common units representing limited partnership interests 2016-02-18 4 J 0 3623 A 3623 I See Footnotes Subordinated units representing limited partner interests 2016-02-18 4 J 0 28753623 D Common units representing limited partner interests 28753623 28753623 I See Footnotes 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 Rice Midstream GP Holdings LP ("Rice Midstream GP Holdings") pursuant to the Securities Purchase Agreement between Rice Midstream Holdings, Rice Midstream GP Holdings and certain investors (the "Investors") affiliated with EIG Global Energy Partners (the "Preferred Transaction"). The reporting persons disclaim beneficial ownership of the Issuer's Common Units and Subordinated Units held by Rice Midstream GP Holdings except to the extent of their pecuniary interest therein. 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 GP Holdings, Rice Midstream GP Management LLC ("Rice Midstream GP Management"), Rice Midstream Holdings, Rice Energy Appalachia LLC ("REA") and Rice Energy Inc. ("Rice Energy"). In connection with the Preferred Transaction, 3,623 Common Units and 28,753,623 Subordinated Units directly held by Rice Midstream Holdings were transferred to Rice Midstream GP Holdings. Rice Midstream Holdings owns 100% of the outstanding membership interests in Rice Midstream GP Management, the general partner of Rice Midstream GP Holdings. Rice Midstream Holdings directly owns 91.75% of the outstanding limited partner interests in Rice Midstream GP Holdings; REA directly owns 100% of the outstanding Series A units in Rice Midstream Holdings. Accordingly, Rice Midstream GP Management, Rice Midstream Holdings, Rice Energy and REA may be deemed to be an indirect beneficial owner of the securities of the Issuer held by Rice Midstream GP Holdings. (Continued from Footnote 3) The Investors own the outstanding Series B units in Rice Midstream Holdings and the remaining limited partner interests in Rice Midstream GP Holdings. The ownership of the Series B units in Rice Midstream Holdings and limited partner interests in Rice Midstream GP Holdings does not provide the Investors with the power to vote or dispose of the securities of the Issuer held by Rice Midstream GP Holdings. /s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Energy Inc. 2016-02-22 /s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Energy Appalachia, LLC 2016-02-22 /s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Midstream Holdings LLC 2016-02-22 /s/ William E. Jordan, Authorized Person of Rice Midstream GP Management LLC 2016-02-22 /s/ William E. Jordan, Authorized Person of Rice Midstream GP Management LLC, on behalf of Rice Midstream GP Holdings LP 2016-02-22