SEC Form 3 · accession 0000899243-16-032472
EQT RE, LLC · RICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S Wil Vanloh Jr.
10% Owner
Period of report
Oct 19, 2016
Accepted (ET)
Oct 31, 2016 · 4:05 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 |
|---|---|---|---|---|---|---|---|---|
| Class A Preferred StockF1,F2,F3,F4,F5 | holding | — | — | — | 24,238 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Rice Energy Operating LLC Common UnitsF2,F3,F4,F5,F6 | — | holding | — | — | — | — | — | Shares of Common Stock | 24,238,004 | — | I |
Explanation of responses
- F1Each 1/1000th of a share of Class A Preferred Stock ("Class A Preferred Stock") of Rice Energy Inc. ("Rice") entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A Preferred Stock are entitled to receive, after payment or provision for debts and liabilities and prior to any distribution in respect of shares of common stock ("Common Stock") of Rice or any other junior securities, liquidating distributions in an amount equal to $0.01 per share of Class A Preferred Stock in the event of any voluntary or involuntary liquidation, dissolution or winding up of Rice's affairs.
- F2Quantum Energy Partners IV, LP ("QEP IV") is the record holder of 6,660,444 common units (the "Common Units") of Rice Energy Operating LLC ("REO") that are redeemable for shares Common Stock of Rice as described in Footnote 6 below. Quantum Energy Management IV, LLC ("QEM IV LLC") is the sole general partner of Quantum Energy Management IV, LP, which is the sole general partner of QEP IV. Any decision taken by QEP IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEP IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEP IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- F3Q-Vantage Parallel Partners ("Q-Vantage") is the record holder of 438,801 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of Q-Vantage. Any decision taken by Q-Vantage to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Vantage has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Vantage and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- F4QEM IV Direct Investment Partners ("QEM IV") is the record holder of 289,434 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of QEM IV. Any decision taken by QEM IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEM IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- F5Quantum V Investment Partners ("Quantum V") is the record holder of 16,849,325 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM V, LLC ("QEM V LLC") is the sole managing partner of Quantum V. Any decision taken by Quantum V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Quantum V has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Quantum V and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
- F6The Common Units of REO are redeemable (together with 1/1000th of a share of Class A Preferred Stock) at any time and from time to time for an equal number of shares of Common Stock of Rice or, at the election of REO, a cash payment equal to the volume-weighted average closing price of one share of Common Stock for the five trading days prior to and including the last full trading day immediately prior to the date that a member delivers a notice of redemption. Upon the exercise of the redemption right, Rice may, at its option, effect a direct exchange of the Common Units (and the corresponding shares of Class A Preferred Stock (or fractions thereof)) from the redeeming member of REO. The Common Units have no expiration date.