Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Subordinated units representing limited partner interests^F2,F1,F3,F4	—	Feb 18, 2016	J	28,753,623	D	—	—	Common units representing limited partner interests	28,753,623	28,753,623	I

Explanation of responses

F1Rice Midstream Holdings LLC ("Rice Midstream Holdings") transferred 3,623 common units representing limited partner interests in the Issuer (the "Common Units") and 28,753,623 subordinated units representing limited partner interests in the Issuer (the "Subordinated Units") to Rice Midstream GP Holdings LP ("Rice Midstream GP Holdings") pursuant to the Securities Purchase Agreement between Rice Midstream Holdings, Rice Midstream GP Holdings and certain investors (the "Investors") affiliated with EIG Global Energy Partners (the "Preferred Transaction"). The reporting persons disclaim beneficial ownership of the Issuer's Common Units and Subordinated Units held by Rice Midstream GP Holdings except to the extent of their pecuniary interest therein.
F2The Subordinated Units have no expiration date and will convert into Common Units on a one-for-one basis at the end of the "subordination period" described in the Issuer's Prospectus (File No. 333-199932) filed with the Securities and Exchange Commission on December 18, 2014.
F3This Form 4 is being filed jointly by Rice Midstream GP Holdings, Rice Midstream GP Management LLC ("Rice Midstream GP Management"), Rice Midstream Holdings, Rice Energy Appalachia LLC ("REA") and Rice Energy Inc. ("Rice Energy"). In connection with the Preferred Transaction, 3,623 Common Units and 28,753,623 Subordinated Units directly held by Rice Midstream Holdings were transferred to Rice Midstream GP Holdings. Rice Midstream Holdings owns 100% of the outstanding membership interests in Rice Midstream GP Management, the general partner of Rice Midstream GP Holdings. Rice Midstream Holdings directly owns 91.75% of the outstanding limited partner interests in Rice Midstream GP Holdings; REA directly owns 100% of the outstanding Series A units in Rice Midstream Holdings. Accordingly, Rice Midstream GP Management, Rice Midstream Holdings, Rice Energy and REA may be deemed to be an indirect beneficial owner of the securities of the Issuer held by Rice Midstream GP Holdings.
F4(Continued from Footnote 3) The Investors own the outstanding Series B units in Rice Midstream Holdings and the remaining limited partner interests in Rice Midstream GP Holdings. The ownership of the Series B units in Rice Midstream Holdings and limited partner interests in Rice Midstream GP Holdings does not provide the Investors with the power to vote or dispose of the securities of the Issuer held by Rice Midstream GP Holdings.