0001062993-17-000193.txt : 20170113 0001062993-17-000193.hdr.sgml : 20170113 20170113150829 ACCESSION NUMBER: 0001062993-17-000193 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170113 DATE AS OF CHANGE: 20170113 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88475 FILM NUMBER: 17527615 BUSINESS ADDRESS: STREET 1: 2200 RICE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-271-7200 MAIL ADDRESS: STREET 1: 2200 RICE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harvest Fund Advisors LLC CENTRAL INDEX KEY: 0001456075 IRS NUMBER: 134314689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 WEST LANCASTER AVENUE STREET 2: SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-341-9700 MAIL ADDRESS: STREET 1: 100 WEST LANCASTER AVENUE STREET 2: SUITE 200 CITY: WAYNE STATE: PA ZIP: 19087 SC 13G/A 1 sched13ga-rmp.htm FORM SC 13G/A Harvest Fund Advisors LLC.: Form SC 13G/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RICE MIDSTREAM PARTNERS LP
(Name of Issuer)

Common Units Representing Limited Partner Interests
(Title of Class of Securities)

762819100
(CUSIP Number)

__________________________________________
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[   ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13G

CUSIP No.       762819100

1

Names of Reporting Persons

Harvest Fund Advisors LLC

2

Check the appropriate box if a member of a Group (see instructions) 

          (a) [   ] 
          (b) [   ]
3

Sec Use Only

 

4

Citizenship or Place of Organization

Delaware

Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
5

Sole Voting Power

7,365,143

6

Shared Voting Power

 

7

Sole Dispositive Power

7,365,143

8

Shared Dispositive Power

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,365,143

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

[   ]

11

Percent of class represented by amount in row (9)

10.1%

12

Type of Reporting Person (See Instructions)

IA

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Item 1.

(a)

Name of Issuer: Rice Midstream Partners LP

   
(b)

Address of Issuer’s Principal Executive Offices: 400 Woodcliff Drive, Canonsburg, PA 15317

Item 2.

(a)

Name of Person Filing: Harvest Fund Advisors LLC


(b)

Address of Principal Business Office or, if None, Residence: 100 W. Lancaster Avenue, Suite 200, Wayne, PA 19087

   
(c)

Citizenship: Harvest Fund Advisors LLC is a Delaware limited liability company

   
(d)

Title and Class of Securities: Common Units Representing Limited Partner Interests


(e)

CUSIP No.: 762819100


Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) [_] Broker or dealer registered under Section 15 of the Act;
       
  (b) [_] Bank as defined in Section 3(a)(6) of the Act;
       
  (c) [_] Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
(h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
       
  (j) [_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
       
(k) [_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership

(a)

Amount Beneficially Owned: 7,365,143

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(b)

Percent of Class: 10.1%

   
(c)

Number of shares as to which such person has:


  (i)

Sole power to vote or to direct the vote: 7,365,143

     
  (ii)

Shared power to vote or to direct the vote:

     
  (iii)

Sole power to dispose or to direct the disposition of:

     
  (iv)

Shared power to dispose or to direct the disposition of: 7,365,143


Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of more than Five Percent on Behalf of Another Person.

The Clients noted in Item 4 above each have the right to receive all dividends from, and the proceeds from the sale of, such securities held in their respective accounts.

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not applicable.

Item 8. Identification and classification of members of the group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Page 4 of 5


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 13, 2017

/s/ Anthony J. Merhige

Name: Anthony J. Merhige
Title : COO & General Counsel

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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