SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

 

 

Rice Energy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

762760106

(CUSIP Number)

Daniel J. Rice IV

400 Woodcliff Drive, Canonsburg, Pennsylvania 15317

Tel: (724) 746-6720

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 14, 2015

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 


13D

 

CUSIP No. 762760106     Page 2 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Rice Energy Holdings LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    20,300,923

   10   

SHARED DISPOSITIVE POWER

 

    -0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the Securities and Exchange Commission (the “SEC”).


13D

 

CUSIP No. 762760106     Page 3 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Rice Energy Irrevocable Trust*

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Massachusetts

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    19,800,000**

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)***

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%****

14  

TYPE OF REPORTING PERSON

 

    OO (Trust)

 

* Kathleen L. Peto and Jay D. Rosenbaum are trustees of Rice Energy Irrevocable Trust.
** As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
*** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 4 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Kathleen L. Peto

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    19,800,000**

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)***

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    x

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%***

14  

TYPE OF REPORTING PERSON

 

    IN

 

* All of these shares of Common Stock (as defined below) of the Issuer are held by Rice Energy Irrevocable Trust, of which Ms. Peto is a trustee. As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** Does not include the 2,556,844 shares of Common Stock (as defined below) of the Issuer owned by the spouse of Ms. Peto, Daniel J. Rice III. Ms. Peto disclaims beneficial ownership of the shares held by Daniel J. Rice III.
*** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 5 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Jay D. Rosenbaum

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    USA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    19,800,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    IN

 

* All of these shares of Common Stock (as defined below) are held by Rice Energy Irrevocable Trust, of which Mr. Rosenbaum is a trustee. As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 6 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

NGP Rice Holdings LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 7 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

NGP Natural Resources X, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 8 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

NGP X Parallel Holdings, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 9 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

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

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 10 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

GFW X, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 11 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Natural Gas Partners IX, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 12 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

NGP IX Offshore Holdings, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 13 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

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

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    PN (Limited Partnership)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 14 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

GFW IX, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


13D

 

CUSIP No. 762760106     Page 15 of 31 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

NGP Energy Capital Management, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (see instructions)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    66,486,314 (see items 3, 4 and 5)*

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    20,337,725

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    66,486,314 (see items 3, 4 and 5)**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

    48.8%**

14  

TYPE OF REPORTING PERSON

 

    OO (Limited Liability Company)

 

* As further described in Item 4, the Reporting Persons (as defined below) may be deemed to beneficially own the shares of Common Stock (as defined below) of the Issuer (as defined below) beneficially owned by each Reporting Person and by the Other Reporting Person (as defined below) pursuant to the Stockholders’ Agreement (as defined below).
** The calculation is based on 136,280,766 shares of Common Stock of the Issuer, which are the number of shares of Common Stock of the Issuer outstanding based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.


This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC by certain of the Reporting Persons (as defined below) and others on February 10, 2014, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by certain of the Reporting Persons and others on August 21, 2014 and by Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Persons and others on November 26, 2014 (the “Schedule 13D”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of Rice Energy Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Schedule 13D. This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 1. Security and Issuer

This Amendment No. 3 relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 400 Woodcliff Drive, Canonsburg, Pennsylvania 15317.

Item 2. Identity and Background

The information set forth in or incorporated by reference in Item 4 and Schedule I of this Amendment No. 3 is incorporated by reference in its entirety into this Item 2. Rice Holdings, Rice Energy Irrevocable Trust, Kathleen L. Peto, Jay D. Rosenbaum, NGP Holdings, Natural Gas IX, NGP IX, GFW Energy IX, GFW IX, NGP X, GFW Energy X, GFW X and NGP ECM are collectively referred to as the “Reporting Persons.”

This Item 2 shall be deemed to amend and restate Item 2 in its entirety:

(a),(f) This Amendment No. 3 is being filed jointly by each of the following persons:

 

  (i) Rice Energy Holdings LLC, a Delaware limited liability company (“Rice Holdings”);

 

  (ii) Rice Energy Irrevocable Trust, a Massachusetts trust (“Rice Energy Irrevocable Trust”);

 

  (iii) Kathleen L. Peto, a trustee of Rice Energy Irrevocable Trust;

 

  (iv) Jay D. Rosenbaum, a trustee of Rice Energy Irrevocable Trust;

 

  (v) NGP Rice Holdings LLC, a Delaware limited liability company (“NGP Holdings”);

 

  (vi) Natural Gas Partners IX, L.P., a Delaware limited partnership (“Natural Gas IX”);

 

  (vii) NGP IX Offshore Holdings, L.P., a Delaware limited partnership (“NGP IX Offshore,” and together with Natural Gas IX, “NGP IX”);

 

  (viii) G.F.W. Energy IX, L.P., a Delaware limited partnership (“GFW Energy IX”);

 

  (ix) GFW IX, L.L.C., a Delaware limited liability company (“GFW IX”);

 

  (x) NGP Natural Resources X, L.P., a Delaware limited partnership (“NGP Natural X”);

 

  (xi) NGP X Parallel Holdings, L.P., a Delaware limited partnership (“NGP Parallel,” and together with NGP Natural X, “NGP X”);

 

  (xii) G.F.W. Energy X, L.P., a Delaware limited partnership (“GFW Energy X”),

 

  (xiii) GFW X, L.L.C., a Delaware limited liability company (“GFW X”); and

 

  (xiv) NGP Energy Capital Management, L.L.C., a Texas limited liability company (“NGP ECM”).

 

16


Rice Holdings, Rice Energy Irrevocable Trust, Kathleen L. Peto, Jay D. Rosenbaum, NGP Holdings, Natural Gas IX, NGP IX, GFW Energy IX, GFW IX, NGP X, GFW Energy X, GFW X and NGP ECM are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated as of January 14, 2015, a copy of which is attached hereto as Exhibit A.

(b) The address of the principal office of Rice Holdings is 400 Woodcliff Drive, Canonsburg, Pennsylvania 15317. The address of the principal office of Rice Energy Irrevocable Trust and Jay D. Rosenbaum is c/o Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts 02110. The address of Kathleen L. Peto is 340 Brook Road, Milton, Massachusetts 02186. The address of the principal office of NGP Holdings, Natural Gas IX, NGP IX, GFW Energy IX, GFW IX, NGP X, GFW Energy X, GFW X and NGP ECM is 5221 N. O’Connor Boulevard, Suite 1100, Irving, Texas 75039.

(c) The name, residence or business address, present principal occupation or employment and citizenship of each director, executive officer, trustees, general partners, managing members and control persons, as applicable, of each of the Reporting Persons are listed on Schedule I hereto.

 

  (i) Rice Holdings’ principal business is to hold shares of Common Stock;

 

  (ii) Rice Energy Irrevocable Trust’s principal business is as a trust for the benefit of the children and descendants of Daniel J. Rice III, a member of the Issuer’s board of directors, and Kathleen L. Peto, a trustee of the trust;

 

  (iii) NGP Holdings’ principal business is to hold shares of Common Stock;

 

  (iv) Natural Gas IX is a fund managed by NGP ECM whose primary business activity is investing in various companies, including NGP Holdings;

 

  (v) NGP IX Offshore is a fund managed by NGP ECM whose primary business activity is investing in various companies, including NGP Holdings;

 

  (vi) GFW Energy IX’s principal business is to hold general partner interests in NGP IX;

 

  (vii) GFW IX’s principal business is to hold general partner interests in GFW Energy IX;

 

  (viii) NGP Natural X is a fund managed by NGP ECM whose primary business activity is investing in various companies, including NGP Holdings;

 

  (ix) NGP Parallel is a fund managed by NGP ECM whose primary business activity is investing in various companies, including NGP Holdings;

 

  (x) GFW Energy X’s principal business is to hold general partner interests in NGP X;

 

  (xi) GFW X’s principal business is to hold general partner interests in GFW Energy X; and

 

  (xii) NGP ECM’s principal business is to manage various private investment funds, including NGP IX and NGP X.

(d) During the last five years, none of the Reporting Persons or the persons named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

17


(e) During the last five years, none of the Reporting Persons or the persons named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Not applicable.

Item 4. Purpose of Transaction

This Item 4 shall be deemed to amend and restate Item 4 in its entirety:

The information set forth in or incorporated by reference in Item 2, Item 5 and Schedule I of this Amendment No. 3 is incorporated by reference in its entirety into this Item 4.

In connection with the consummation of the Issuer’s initial public offering on January 29, 2014, Rice Holdings and NGP Holdings entered into a stockholders’ agreement (as amended on August 8, 2014, the “Stockholders’ Agreement”) with the Issuer, Rice Energy Family Holdings, LP (“Rice Partners”) and Alpha Natural Resources, Inc. (“Alpha”). Pursuant to the Stockholders’ Agreement, each of Rice Holdings, NGP Holdings and Alpha had the right to designate a certain number of nominees to the Issuer’s Board of Directors, subject to the limitations and conditions set forth therein, including the ownership of a specified percentage of the outstanding shares of Common Stock. As of the date of this filing, only Rice Holdings and NGP Holdings have the right to designate a certain number of nominees to the Issuer’s Board of Directors. The Stockholders’ Agreement also requires the stockholders party thereto to take all necessary actions, including voting their shares of Common Stock, to cause the election of the nominees designated by Rice Holdings and NGP Holdings. As a result, the parties thereto may be deemed to be members of a group for the purposes of Section 13(d)(3) of the Exchange Act and the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer beneficially owned by each Reporting Person and may be deemed to beneficially own the 6,047,666 shares of Common Stock of the Issuer beneficially owned by Foundation PA Coal Company, LLC, an indirect wholly owned subsidiary of Alpha (the “Other Reporting Person”), as reported on a Schedule 13D filed by the Other Reporting Person with the SEC on February 10, 2014, as amended by Amendment No. 1 to the Schedule 13D filed by the Other Reporting Person with the SEC on August 21, 2014, as further amended by Amendment No. 2 to the Schedule 13D filed by the Other Reporting Person with the SEC on November 26, 2014, and as further amended by Amendment No. 3 to the Schedule 13D filed by the Other Reporting Person with the SEC on January 14, 2015 (as amended, the “Other Reporting Person’s Amended Schedule 13D”). On November 6, 2014, the Board of Directors of the Issuer accepted the resignations, effective immediately, of Alpha’s designated director, Kevin S, Crutchfield, and one of NGP Holdings’ designated directors, Chris G. Carter.

On November 17, 2014, Rice Partners made a pro rata liquidating distribution pursuant to its Agreement of Limited Partnership dated as of February 9, 2007. Prior to the dissolution of Rice Partners, (i) Rice Energy Management LLC (“Rice Management”) was the general partner of Rice Partners, and owned a 1.0% general partnership interest in Rice Partners and (ii) Rice Energy Irrevocable Trust owned a 99.0% limited partnership interest in Rice Partners. Following the dissolution and liquidation of Rice Partners, on November 18, 2014, Rice Management made a pro rata liquidating distribution pursuant to its Limited Liability Company Agreement dated as of February 8, 2007 to its sole member, Daniel J. Rice III. As a result of the pro rata liquidating distributions by Rice Partners and Rice Management, the 20,000,000 shares of Common Stock of the Issuer beneficially owned by Rice Partners was distributed to Rice Energy Irrevocable Trust and Daniel J. Rice III in the amounts of 19,800,000 shares and 200,000 shares, respectively. The shares of Common Stock of the Issuer held by Rice Energy Irrevocable Trust are for the benefit of the children of Daniel J. Rice III and his descendants. Daniel J. Rice III is the spouse of Kathleen L. Peto who is a trustee of Rice Energy Irrevocable Trust. Daniel J. Rice III has beneficial ownership of 2,556,844 shares of Common Stock of the Issuer. Kathleen L. Peto disclaims beneficial ownership of the shares held by Daniel J. Rice III.

 

18


On November 17, 2014, Rice Partners and Rice Energy Irrevocable Trust entered into an Agreement of Assignment and Assumption, pursuant to which Rice Partners assigned to Rice Energy Irrevocable Trust all of its rights, and Rice Energy Irrevocable assumed all of the obligations of Rice Partners, under the Stockholders’ Agreement.

Except as set forth above or incorporated in this Item 4, the Reporting Persons and persons named in Schedule I have no present plans or proposals which would result in or relate to any of the transactions described in paragraphs (a) through (i) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

This Item 5 shall be deemed to amend and restate Item 5 in its entirety:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Amendment No. 3 and the information set forth or incorporated by reference in Items 2, 3, 4, 6 and Schedule I are hereby incorporated herein by reference.

(a)-(b) The following disclosure assumes that there are a total of 136,280,766 shares of Common Stock of the Issuer, based on the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2014 with the SEC.

Pursuant to Rule 13d-3 of the Act, the Reporting Persons may be deemed to beneficially own 66,486,314 shares of Common Stock of the Issuer, which constitute approximately 48.8% of the outstanding Common Stock of the Issuer.

Except as set forth or incorporated by reference in this Item 5 or Schedule I, none of the persons named in Item 2 or Schedule I beneficially owns shares of Common Stock of the Issuer.

(c) As reported on the Other Reporting Person’s Amended Schedule 13D, during the period beginning December 1, 2014 and ending December 22, 2014, the Other Reporting Person sold 361,319 shares of Common Stock of the Issuer for an average price of $24.6240 through open market transactions in accordance with Rule 144. As reported on the Other Reporting Person’s Amended Schedule 13D, the Other Reporting Person owns 6,047,666 shares of Common Stock of the Issuer.

Except as set forth or incorporated by reference in this Item 5, none of the Reporting Persons or the persons named in Schedule I has effected any transaction in shares of the Issuer’s Common Stock during the past 60 days. Except as set forth or incorporated by reference in this Item 5, the Other Reporting Person, to the Reporting Persons’ knowledge based on the Other Reporting Person’s Amended Schedule 13D, as amended, has not effected any transaction in shares of the Issuer’s Common Stock during the past 60 days.

(d) To the Reporting Persons’ knowledge, no person other than the Reporting Persons, the Other Reporting Person or the persons named in Schedule I has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the respective securities beneficially owned by such persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Item 4 is hereby incorporated herein by reference.

Rice Energy Irrevocable Trust holds 8,000,000 shares of Common Stock of the Issuer in a brokerage account with UBS Financial Services Inc. (“UBS”). Pursuant to UBS’s standard client account agreement, UBS holds a lien on all assets in the account (including such shares of Common Stock of the Issuer) as security for amounts borrowed from time to time on margin, subject to applicable federal margin regulations, stock exchange regulations and UBS credit policies.

On December 15, 2014, Rice Energy Irrevocable Trust entered into a line of credit agreement with Morgan Stanley Private Bank, National Association (“Morgan Stanley”), for up to $50,000,000 (the “Line of Credit Agreement”), and a Financial Assets Security Agreement (the “Security Agreement”), pursuant to which Rice Energy Irrevocable Trust has pledged 6,750,000 shares of Common Stock of the Issuer as security for the obligations of Rice Energy Irrevocable Trust to Morgan Stanley under the Line of Credit Agreement.

 

19


In addition to the shares of Common Stock of the Issuer held by Rice Energy Irrevocable Trust in its UBS margin account described above, shares of Common Stock of the Issuer owned by any Reporting Persons may be held in margin accounts, subject to applicable federal margin regulations, stock exchange regulations and the various brokerage firms’ credit policies.

Item 7. Material to Be Filed as Exhibits

 

  1. Stockholders’ Agreement, dated as of January 29, 2014, among Rice Energy Inc, NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Alpha Natural Resources, Inc. (incorporated by reference to Exhibit 4.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014) and the First Amendment to Stockholders’ Agreement, dated as of August 8, 2014 (incorporated by reference to Exhibit 4.5 of Rice Energy Inc.’s Quarterly Report on Form 10-Q (File No. 001-36273) filed with the SEC on August 11, 2014)

 

  2. Master Reorganization Agreement, dated as of January 23, 2014, by and among Rice Energy Family Holdings, LP, NGP RE Holdings, L.L.C., NGP RE Holdings II, L.L.C., Daniel J. Rice III, Rice Drilling B LLC, Rice Merger LLC, Rice Energy Appalachia, LLC, each of the persons holding incentive units representing interests in Rice Energy Appalachia, LLC, Rice Energy Inc., Rice Energy Holdings LLC, and NGP Rice Holdings LLC (incorporated by reference to Exhibit 10.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on January 29, 2014)

 

  3. Registration Rights Agreement, dated as of January 29, 2014, among Rice Energy Inc., NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Foundation PA Coal Company, LLC (incorporated by reference to Exhibit 4.2 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014)

 

  4. Agreement of Assignment and Assumption, dated as of November 17, 2014, by and between Rice Energy Family Holdings, LP and Rice Energy Irrevocable Trust (incorporated by reference to Exhibit 4 to the Reporting Persons’ Schedule 13D/A filed November 26, 2014 (File No. 005-87900))

 

  5. Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13D, dated January 14, 2015

 

  6. Financial Assets Security Agreement, dated as of December 15, 2014, by and between Rice Energy Irrevocable Trust and Morgan Stanley Private Bank, National Association

 

20


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 14, 2015

 

RICE ENERGY HOLDINGS LLC

/s/ Daniel J. Rice III

Name:   Daniel J. Rice III
Title:  

Manager

RICE ENERGY IRREVOCABLE TRUST

/s/ Kathleen L. Peto

Name:   Kathleen L. Peto
Title:   Trustee

/s/ Jay D. Rosenbaum

Name:   Jay D. Rosenbaum
Title:   Trustee
KATHLEEN L. PETO

/s/ Kathleen L. Peto

Name:   Kathleen L. Peto
JAY D. ROSENBAUM

/s/ Jay D. Rosenbaum

Name:   Jay D. Rosenbaum
NGP RICE HOLDINGS LLC
By:   NGP RE Holdings, L.L.C., its member
By:   NGP IX US Holdings, LP, its member
By:   NGP IX Holdings GP, LLC, its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Person
NATURAL GAS PARTNERS IX, L.P.
By:   G.F.W. Energy IX, L.P., its general partner
By:   GFW IX, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member

 

21


NGP IX OFFSHORE HOLDINGS, L.P.
By:   G.F.W. Energy IX, L.P., its general partner
By:   GFW IX, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
G.F.W. ENERGY IX, L.P.
By:   GFW IX, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
GFW IX, L.L.C.

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
NGP NATURAL RESOURCES X, L.P.
By:   G.F.W. Energy X, L.P., its general partner
By:   GFW X, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
NGP X PARALLEL HOLDINGS, L.P.
By:   G.F.W. Energy X, L.P., its general partner
By:   GFW X, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
G.F.W. ENERGY X, L.P.
By:   GFW X, L.L.C., its general partner

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member

 

22


GFW X, L.L.C.

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Authorized Member
NGP ENERGY CAPITAL MANAGEMENT, L.LC.

/s/ Tony R. Weber

Name:   Tony R. Weber
Title:   Chief Operating Officer

 

23


SCHEDULE I

This Schedule I shall be deemed to amend and restate Schedule I in its entirety:

The name, business address and shares of Common Stock of the Issuer beneficially owned of each of the executive officers and directors of Rice Energy Holdings LLC, Rice Energy Irrevocable Trust, NGP Rice Holdings LLC, Natural Gas Partners IX, L.P., NGP IX Offshore Holdings, L.P., G.F.W. Energy IX, L.P., GFW IX, L.L.C., NGP Natural Resources X, L.P., NGP X Parallel Holdings, L.P., G.F.W. Energy X, L.P., GFW X, L.L.C. and NGP Energy Capital Management, L.L.C. are set forth below. The present principal occupation or employment of each of the executive officer and directors of Rice Energy Holdings LLC, Rice Energy Irrevocable Trust, NGP Rice Holdings LLC, Natural Gas Partners IX, L.P., NGP IX Offshore Holdings, L.P., G.F.W. Energy IX, L.P., GFW IX, L.L.C., NGP Natural Resources X, L.P., NGP X Parallel Holdings, L.P., G.F.W. Energy X, L.P., GFW X, L.L.C. and NGP Energy Capital Management, L.L.C. are also set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer, Rice Holdings or NGP Holdings).

Rice Energy Holdings LLC

 

Name

  

Present Principal

Occupation or Employment

   Business Address   Citizenship    Beneficial
Ownership
of Shares
 

Daniel J. Rice IV

   Manager, Chief Executive Officer    (1)   United States      25,009   

Toby Z. Rice

   Manager, President and Chief Operating Officer    (1)   United States      27,594   

Derek A. Rice

   Vice President of Exploration & Geology    (1)   United States      25,009   

Grayson T. Lisenby

   Vice President and Chief Financial Officer    (1)   United States      23,088   

James W. Rogers

   Vice President, Chief Accounting & Administrative Officer, Treasurer    (1)   United States      23,088   

William E. Jordan

   Vice President, General Counsel and Corporate Secretary    (1)   United States      36,375   

Daniel J. Rice III

   Manager    (1)   United States      2,556,844

 

* Does not include 19,800,000 shares of Common Stock of the Issuer beneficially owned by Mr. Rice’s spouse, Kathleen L. Peto, as trustee for Rice Energy Irrevocable Trust. Mr. Rice disclaims beneficial ownership of such shares.

NGP Rice Holdings LLC

 

Name

   Present Principal
Occupation or Employment
   Business Address   Citizenship      Beneficial
Ownership of
Shares
 

Scott Gieselman

   Manager    (2)     United States         40,000   

Chris Carter

   Manager    (2)     United States         —     

Cameron Dunn

   Manager    (2)     United States         —     

Natural Gas Partners IX, L.P.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

NGP IX Offshore Holdings, L.P.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

 

24


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

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

GFW IX, L.L.C.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

NGP Natural Resources X, L.P.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

NGP X Parallel Holdings, L.P.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

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

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

GFW X, L.L.C.

 

Name

   Present Principal
Occupation or Employment
   Business Address    Citizenship    Beneficial
Ownership of
Shares

N/A

           

NGP Energy Capital Management, L.L.C.

 

Name

   Present Principal
Occupation or Employment
   Business Address   Citizenship    Beneficial
Ownership of
Shares
 

Kenneth A. Hersh

   Chief Executive Officer    (2)   United States      —     

Tony R. Weber

   Chief Operating Officer    (2)   United States      —     

Jill W. Lampert

   Chief Financial & Administrative
Officer
   (2)   United States      —     

 

(1) 400 Woodcliff Drive, Canonsburg, Pennsylvania 15317.
(2) 5221 N. O’Connor Boulevard, Suite 1100, Irving, Texas 75039.

 

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The name, principal occupation or employment, and business address of each of the trustees of Rice Energy Irrevocable Trust are set forth below.

RICE ENERGY IRREVOCABLE TRUST

 

Name

  

Present Principal

Occupation or Employment

  

Business Address

  

Citizenship

Kathleen L. Peto    Retired (Financial Services Industry)    340 Brook Road, Milton, MA 02186    United States
Jay D. Rosenbaum    Partner, Nixon Peabody LLP   

c/o Nixon Peabody LLP, 100 Summer Street,

Boston, MA 02110

   United States

 

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Index to Exhibits

 

1. Stockholders’ Agreement, dated as of January 29, 2014, among Rice Energy Inc, NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Alpha Natural Resources, Inc. (incorporated by reference to Exhibit 4.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014) and the First Amendment to Stockholders’ Agreement, dated as of August 8, 2014 (incorporated by reference to Exhibit 4.5 of Rice Energy Inc.’s Quarterly Report on Form 10-Q (File No. 001-36273) filed with the SEC on August 11, 2014)

 

2. Master Reorganization Agreement, dated as of January 23, 2014, by and among Rice Energy Family Holdings, LP, NGP RE Holdings, L.L.C., NGP RE Holdings II, L.L.C., Daniel J. Rice III, Rice Drilling B LLC, Rice Merger LLC, Rice Energy Appalachia, LLC, each of the persons holding incentive units representing interests in Rice Energy Appalachia, LLC, Rice Energy Inc., Rice Energy Holdings LLC, and NGP Rice Holdings LLC (incorporated by reference to Exhibit 10.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on January 29, 2014)

 

3. Registration Rights Agreement, dated as of January 29, 2014, among Rice Energy Inc., NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Foundation PA Coal Company, LLC (incorporated by reference to Exhibit 4.2 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014)

 

4. Agreement of Assignment and Assumption, dated as of November 17, 2014, by and between Rice Energy Family Holdings, LP and Rice Energy Irrevocable Trust (incorporated by reference to Exhibit 4 to the Reporting Persons’ Schedule 13D/A filed November 26, 2014 (File No. 005-87900))

 

5. Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13D, dated January 14, 2015

 

6. Financial Assets Security Agreement, dated as of December 15, 2014, by and between Rice Energy Irrevocable Trust and Morgan Stanley Private Bank, National Association

 

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