Edgar Filing: NGP Energy Capital Management, L.L.C.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NGP Rice Holdings LLC

2. Issuer Name and Ticker or Trading Symbol
Rice Energy Inc. [RICE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

5221 N. O'CONNOR BOULEVARD, SUITE 1100

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2014

(Street)

IRVING, TX 75039

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	08/19/2014		S⁽¹⁾		3,114,825	D	$ 26.28	20,337,725 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NGP Rice Holdings LLC 5221 N. O'CONNOR BOULEVARD, SUITE 1100 IRVING, TX 75039	X	X
Natural Gas Partners IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING, TX 75062		X
NGP IX Offshore Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX 75039		X
G.F.W. ENERGY IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING, TX 75062		X
GFW IX, L.L.C. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING, TX 75062		X
NGP Natural Resources X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX 75039		X
NGP X Parallel Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX 75039		X
G.F.W. Energy X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX 75039		X
GFW X, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING, TX 75039		X
NGP Energy Capital Management, L.L.C. 1221 MCKINNEY STREET, SUITE 2975 HOUSTON, TX 77010		X

Signatures

/s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC, general partner of NGP IX US Holdings, LP, member of NGP RE Holdings, L.L.C., member of NGP Rice Holdings LLC		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of NGP IX Offshore Holdings, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of Natural Gas Resources X, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP X Parallel Holdings, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C.		08/21/2014
^**Signature of Reporting Person		Date
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.		08/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	(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.
(4)	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").
(5)	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.
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, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc.

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