SEC Form 4 · accession 0000899243-15-005574
EQT RE, LLC · RICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rice Energy Holdings LLC
Director · 10% Owner
Period of report
Sep 28, 2015
Accepted (ET)
Sep 30, 2015 · 5:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001588238
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF2,F3,F4 | Sep 28, 2015 | J | 132,038 | $0.00 | D | 20,168,885 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In accordance with the Amended and Restated Limited Liability Company Agreement of Rice Energy Holdings LLC ("Rice Holdings"), Rice Holdings made a pro rata distribution of 132,038 shares of common stock of Rice Energy Inc. to its members holding incentive units with no consideration being paid in connection therewith.
- F2Rice Holdings is controlled by a board of managers, consisting of Daniel J. Rice IV, Toby Z. Rice and Daniel J. Rice III, which exercises voting and dispositive power over all securities held by Rice Holdings.
- F3On 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").
- F4The 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, the Reporting Person, NGP Rice Holdings LLC and Alpha Natural Resources, Inc.