Carrie M Fox Form 3 Rice Acquisition Corp. II / Carrie M Fox ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fox Carrie M

(Last) (First) (Middle)

102 EAST MAIN STREET, SECOND STORY

(Street)

CARNEGIE PA 15106

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2021

3. Issuer Name and Ticker or Trading Symbol
Rice Acquisition Corp. II [ RONI ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units of Rice Acquisition Holdings II LLC	(1)	(1)	Class A ordinary shares	30,000	(1)	D

Explanation of Responses:

1. For each Class B Unit of Rice Acquisition Holdings II LLC ("Opco"), the Reporting Person owns a corresponding Class B ordinary share of the Issuer. In connection with the Issuer's initial business combination, the Class B Units of Opco will convert into Class A Units of Opco on a one-for-one basis, subject to adjustment. The Class A Units of Opco (together with the corresponding Class B ordinary shares of the Issuer) will be exchangeable into cash or Class A ordinary shares of the Issuer after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ James Wilmot Rogers, as Attorney-in-Fact	06/15/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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