Rice Midstream GP Form 4 Change in insider ownership

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^*

Rice Energy Inc.

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rice Midstream Partners LP [ RMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2016

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 units representing limited partnership interests	02/18/2016		J(1)		3,623	A	(1)	3,623(1)	I	See Footnotes(1)(3)(4)

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
Subordinated units representing limited partner interests	(2)	02/18/2016		J(1)			28,753,623	(2)	(2)	Common units representing limited partner interests	28,753,623	(2)	28,753,623(1)	I	See Footnotes(1)(3)(4)

1. Name and Address of Reporting Person^*

Rice Energy Inc.

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rice Midstream Holdings LLC

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rice Energy Appalachia, LLC

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rice Midstream GP Holdings LP

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rice Midstream GP Management LLC

(Last) (First) (Middle)

400 WOODCLIFF DRIVE

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. (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.

Remarks:

	/s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Energy Inc.	02/22/2016
	/s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Energy Appalachia, LLC	02/22/2016
	/s/ William E. Jordan, Senior Vice President, General Counsel and Corporate Secretary of Rice Midstream Holdings LLC	02/22/2016
	/s/ William E. Jordan, Authorized Person of Rice Midstream GP Management LLC	02/22/2016
	/s/ William E. Jordan, Authorized Person of Rice Midstream GP Management LLC, on behalf of Rice Midstream GP Holdings LP	02/22/2016
	** Signature of Reporting Person	Date
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