SEC Form SC 13G filed
$RICE
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )*
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Rice Acquisition Corp.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001
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(Title of Class of Securities)
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02215L100
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(CUSIP Number)
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December 31, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [X] |
Rule 13d-1(b)
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| [ ] |
Rule 13d-1(c)
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| [ ] |
Rule 13d-1(d)
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| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section of such Act but shall be subject to all other provisions of such Act.
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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|
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6
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SHARED VOTING POWER
1,300,000*
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||
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
1,300,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000 *
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%**
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12
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TYPE OF REPORTING PERSON
IA
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| * |
Comprised of common units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, HITE Hedge Offshore Ltd., HITE Carbon Offset Ltd., and HITE Carbon Offset LP for all of which HITE Hedge Asset Management LLC is the investment
adviser.
|
| ** |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 2 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
James M. Jampel
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,300,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,300,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,000*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%**
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12
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TYPE OF REPORTING PERSON
IN
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||
| * |
Comprised of common units held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, HITE Hedge Offshore Ltd., HITE Carbon Offset Ltd., and HITE Carbon Offset LP for all of which HITE Hedge Asset Management LLC is the investment
adviser.
|
| ** |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 3 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE Hedge LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
155,901
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||
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
155,901
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,901
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||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%*
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12
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TYPE OF REPORTING PERSON
PN
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||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 4 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE MLP LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
|
||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
57,999
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||
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
57,999
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,999
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||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%*
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12
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TYPE OF REPORTING PERSON
PN
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||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 5 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE Hedge QP LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
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|
6
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SHARED VOTING POWER
96,700
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
96,700
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,700
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
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12
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TYPE OF REPORTING PERSON
PN
|
||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 6 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE Energy LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
221,600
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
221,600
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,600
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%*
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||
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12
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TYPE OF REPORTING PERSON
PN
|
||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 7 -
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CUSIP No. 02215L100
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1
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NAME OF REPORTING PERSONS
HITE Hedge Offshore, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
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3
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SEC USE ONLY
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||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
429,499
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||
|
7
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SOLE DISPOSITIVE POWER
0
|
||
|
8
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SHARED DISPOSITIVE POWER
429,499
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
429,499
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%*
|
||
|
12
|
TYPE OF REPORTING PERSON
PN
|
||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 8 -
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CUSIP No. 02215L100
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1
|
NAME OF REPORTING PERSONS
HITE Carbon Offset Ltd.
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
238,100
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
238,100
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,100
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%*
|
||
|
12
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TYPE OF REPORTING PERSON
CO
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||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 9 -
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CUSIP No. 02215L100
|
|||
|
1
|
NAME OF REPORTING PERSONS
HITE Carbon Offset LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
100,201
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||
|
7
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SOLE DISPOSITIVE POWER
0
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||
|
8
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SHARED DISPOSITIVE POWER
100,201
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,201
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
|
||
|
12
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TYPE OF REPORTING PERSON
CO
|
||
| * |
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and
Exchange Commission on December 3, 2020.
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- 10 -
Item 1(a). Name of Issuer:
Rice Acquisition Corp.
Item 1(b). Address of Issuer’s Principal Executive Offices:
102 East Main Street, Second Story
Carnegie, PA 15106
Item 2(a). Name of Person Filing:
This Schedule 13G is filed by:
HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE MLP LP
HITE Hedge QP LP
HITE Energy LP
HITE Hedge Offshore Ltd.
HITE Carbon Offset Ltd.
HITE Carbon Offset LP
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each Reporting Person is:
300 Crown Colony Drive
Suite 108
Quincy, MA 02169
Item 2(c). Citizenship:
HITE Hedge Asset Management LLC is a Delaware limited liability company
James M. Jampel is a citizen of the United States
HITE Hedge LP is a Delaware limited partnership
HITE MLP LP is a Delaware limited partnership
HITE Hedge QP LP is a Delaware limited partnership
HITE Energy LP is a Delaware limited partnership
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
HITE Carbon Offset Ltd. is a Cayman Islands exempted company
HITE Carbon Offset LP is a Delaware limited partnership
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.0001
Item 2(e). CUSIP Number:
02215L100
This is the CUSIP number for the Issuer’s Class A Common Stock. The CUSIP number for the Issuer’s Units is 762594208. (See Item 4.)
- 11 -
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
| (a) |
☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) |
☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) |
☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) |
☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |
☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) |
☐ | An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) |
☒ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution. |
| Item 4. |
Ownership.
|
(a) Amount beneficially owned:
HITE Hedge Asset Management LLC: 1,300,000 shares
James M. Jampel: 1,300,000 shares
HITE Hedge LP: 155,901 shares
HITE MLP LP: 57,999 shares
HITE Hedge QP LP: 96,700 shares
HITE Energy LP: 221,600 shares
HITE Hedge Offshore Ltd.: 429,499 shares
HITE Carbon Offset Ltd.: 238,100
HITE Carbon Offset LP: 100,201
(b) Percent of class:
HITE Hedge Asset Management LLC: 5.5%
James M. Jampel: 5.5%
HITE Hedge LP: 0.7%
HITE MLP LP: 0.2%
HITE Hedge QP LP: 0.4%
HITE Energy LP: 0.9%
HITE Hedge Offshore Ltd.: 1.8%
HITE Carbon Offset Ltd.: 1.0%
- 12 -
HITE Carbon Offset LP: 0.4%
Percentage ownership is based upon 23,727,500 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 3, 2020, as reported in the Issuer’s
Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on December 3, 2020.
The Reporting Persons hold the Issuer’s Units, each consisting of one share of Class A Common Stock and one half of one warrant to purchase one share of Class A Common Stock
at an exercise price of $11.50 per share (“Units”). The warrants are not exercisable as of or within 60 days of December 31, 2020, and so the ownership reported herein relates solely to the Class A Common Stock underlying the Reporting Persons’ Units
and does not give effect to the warrants.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
HITE Hedge Asset Management LLC: 1,300,000 shares
James M. Jampel: 1,300,000 shares
HITE Hedge LP: 155,901 shares
HITE MLP LP: 57,999 shares
HITE Hedge QP LP: 96,700 shares
HITE Energy LP: 221,600 shares
HITE Hedge Offshore Ltd.: 429,499 shares
HITE Carbon Offset Ltd.: 238,100
HITE Carbon Offset LP: 100,201
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
HITE Hedge Asset Management LLC: 1,300,000 shares
James M. Jampel: 1,300,000 shares
HITE Hedge LP: 155,901 shares
HITE MLP LP: 57,999 shares
HITE Hedge QP LP: 96,700 shares
HITE Energy LP: 221,600 shares
HITE Hedge Offshore Ltd.: 429,499 shares
HITE Carbon Offset Ltd.: 238,100
HITE Carbon Offset LP: 100,201
Mr. Jampel disclaims beneficial ownership of the securities.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
Not applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
- 13 -
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
- 14 -
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Dated: February 17, 2021
|
HITE Hedge Asset Management LLC
|
||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
|
|
|
Individual
|
||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel
|
|
|
HITE Hedge LP
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
|||
|
HITE MLP LP
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
|
HITE Hedge QP LP
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
|
HITE Energy LP
|
||||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
|||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
|||
|
By:
|
/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
|
|||
- 15 -
|
HITE Hedge Offshore Ltd.
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
|||
|
HITE Carbon Offset Ltd.
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
|||
|
HITE Carbon Offset LP
|
|||
|
By:
|
HITE Hedge Capital LP, its General Partner
|
||
|
By:
|
HITE Hedge Capital LLC, its General Partner
|
||
|
By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
|||
- 16 -
LIST OF EXHIBITS
|
Exhibit No.
|
Description
|
|
|
|
- 17 -