NGP IX Offshore Form 4 Rice Energy / X, L.L.C. GFW ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NGP Rice Holdings LLC

(Last) (First) (Middle)

5221 N. O'CONNOR BOULEVARD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rice Energy Inc. [ RICE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	05/15/2015		S(1)		6,000,000	D	$23.99	14,337,725(2)(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NGP Rice Holdings LLC

(Last) (First) (Middle)

5221 N. O'CONNOR BOULEVARD, SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Natural Gas Partners IX, L.P.

(Last) (First) (Middle)

125 EAST JOHN CARPENTER FWY, SUITE 600

(Street)

IRVING TX 75062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP IX Offshore Holdings, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G.F.W. ENERGY IX, L.P.

(Last) (First) (Middle)

125 EAST JOHN CARPENTER FWY, SUITE 600

(Street)

IRVING TX 75062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW IX, L.L.C.

(Last) (First) (Middle)

125 EAST JOHN CARPENTER FWY, SUITE 600

(Street)

IRVING TX 75062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Natural Resources X, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X Parallel Holdings, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G.F.W. Energy X, L.P.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW X, L.L.C.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Energy Capital Management, L.L.C.

(Last) (First) (Middle)

1221 MCKINNEY STREET, SUITE 2975

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

Explanation of Responses:

1. NGP Rice Holdings LLC sold 6,000,000 shares of common stock to the public in an underwritten public offering of Rice Energy Inc. on May 15, 2015 (the "Offering").

2. This form is jointly filed by NGP Rice Holdings LLC ("NGP Holdings"), Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, ''NGP IX''), G.F.W. Energy IX, L.P. (''GFW Energy IX''), GFW IX, L.L.C. (''GFW IX''), NGP Natural Resources X, L.P. and NGP X Parallel Holdings, L.P. (collectively, "NGP X"), G.F.W. Energy X, L.P. ("GFW Energy X"), GFW X, L.L.C. ("GFW X") and NGP Energy Capital Management, L.L.C. (''NGP ECM''). GFW IX is the general partner of GFW Energy IX, the general partner of NGP IX, which, together with NGP X, owns a controlling interest in NGP Holdings. GFW X is the general partner of GFW Energy X, the general partner of NGP X, which, together with NGP IX, owns a controlling interest in NGP Holdings.

3. (Continued from footnote 2) Accordingly, each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as a result may be deemed to beneficially own the reported securities of NGP Holdings. GFW IX and GFW X have delegated full power and authority to manage NGP IX and NGP X, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as result may be deemed to beneficially own the reported securities of NGP Holdings. Each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X, NGP X and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.

4. 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").

5. 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.

Remarks:

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 to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement between the Issuer, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc.

	/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC general partner of NGP IX US Holdings, LP, member of NGP RE Holdings, L.L.C., member of NGP Rice Holdings, LLC	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P.	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of NGP IX Offshore Holdings, L.P.	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.,	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.,	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of Natural Gas Resources X, L.P.	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP X Parallel Holdings, L.P.	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P.	05/15/2015
	/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C.	05/15/2015
	/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.	05/15/2015
	** Signature of Reporting Person	Date
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