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Filing Details

Accession Number:: 0001209191-14-053836
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-21 16:30:25
Reporting Period:: 2014-08-19

Filing Date:: 2014-08-21
Accepted Time:: 2014-08-21 16:30:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1588238	Rice Energy Inc.	RICE	Crude Petroleum & Natural Gas (1311)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1408123	Natural Gas Partners Ix, L.p.	125 East John Carpenter Fwy, Suite 600 Irving TX 75062	No	No	Yes	No
1471812	Ngp Energy Capital Management, L.l.c.	1221 Mckinney Street, Suite 2975 Houston TX 77010	No	No	Yes	No
1521229	Ngp Natural Resources X, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1541519	G.f.w. Energy Ix, L.p.	125 East John Carpenter Fwy, Suite 600 Irving TX 75062	No	No	Yes	No
1555496	G.f.w. Energy X, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1555576	Gfw X, L.l.c.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1592748	Ngp Ix Offshore Holdings, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No
1596973	Ngp Rice Holdings Llc	5221 N. O'Connor Boulevard, Suite 1100 Irving TX 75039	Yes	No	Yes	No
1597404	Gfw Ix, L.l.c.	125 East John Carpenter Fwy, Suite 600 Irving TX 75062	No	No	Yes	No
1598409	Ngp X Parallel Holdings, L.p.	5221 N. O?Connor Blvd., Suite 1100 Irving TX 75039	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2014-08-19	3,114,825	$26.28	20,337,725	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Footnotes

NGP Rice Holdings LLC sold 2,219,413 shares of common stock to the public in connection with an underwritten public offering of Rice Energy Inc. on August 19, 2014 (the "Offering"). Pursuant to the underwriting agreement and in connection with the Offering, the underwriters exercised their option (the "Option") to purchase additional shares of common stock from NGP Rice Holdings LLC. The Option closed simultanteously with the Offering. NGP Rice Holdings LLC sold an additional 895,412 shares of common stock pursuant to the underwriters' exercise of the Option.
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.
(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.
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").
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.