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. 1)*
Rattler Midstream LP
(Name of Issuer)
Common units representing limited partner interests
(Title of Class of Securities)
75419T103
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
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. 75419T103
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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 APPRO`PRIATE 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
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
0*
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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
0*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*`
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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%**
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12
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TYPE OF REPORTING PERSON
IA
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*
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Comprised of common units representing limited partner interests held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment
adviser
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**
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Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020. |
2
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CUSIP No. 75419T103
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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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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0*
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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
0*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
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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%**
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12
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TYPE OF REPORTING PERSON
IN
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| * |
Comprised of common units representing limited partner interests held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser. |
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**
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Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020 |
3
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CUSIP No. 75419T103
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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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||
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NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
0
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
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SHARED DISPOSITIVE POWER
0
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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%*
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||
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12
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TYPE OF REPORTING PERSON
PN
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||
| * |
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5,
2020.
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4
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CUSIP No. 75419T103
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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
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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
|
|
|
6
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SHARED VOTING POWER
0
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
0
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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%*
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||
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12
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TYPE OF REPORTING PERSON
PN
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||
| * |
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5,
2020.
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5
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CUSIP No. 75419T103
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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
|
|
|
6
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SHARED VOTING POWER
0
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||
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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
0
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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%*
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||
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12
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TYPE OF REPORTING PERSON
PN
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||
| * |
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5,
2020.
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6
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CUSIP No. 75419T103
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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
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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
|
||
|
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
0
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
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||
|
8
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SHARED DISPOSITIVE POWER
0
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
|
||
|
12
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TYPE OF REPORTING PERSON
PN
|
||
| * |
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5,
2020.
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7
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CUSIP No. 75419T103
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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
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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
Cayman Islands
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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
0
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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
0
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
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||
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12
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TYPE OF REPORTING PERSON
CO
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| * |
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5,
2020.
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8
| Item 1(a). | Name of Issuer: | ||
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Rattler Midstream LP
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| Item 1(b). | Address of Issuer’s Principal Executive Offices: | ||
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500 West Texas, Suite 1200
Midland, TX 79701
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| Item 2(a). | Name of Person Filing: | ||
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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.
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| Item 2(b). | Address of Principal Business Office or, if None, Residence: | ||
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The address of the principal business office of each Reporting Person is:
300 Crown Colony Drive
Suite 108
Quincy, MA 02169
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| Item 2(c). | Citizenship: | ||
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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
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| Item 2(d). | Title of Class of Securities: | ||
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Common units representing limited partner interests
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| Item 2(e). | CUSIP Number: | ||
| 75419T103 | |||
| 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:
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| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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9
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
☐ An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
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| (g) |
☐ A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
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| (h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) |
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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| (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.
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| Item 4. |
Ownership. | ||
| (a) |
Amount beneficially owned: | ||
| (b) |
HITE Hedge Asset Management LLC: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common units
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| (b) |
Percent of class: | ||
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HITE Hedge Asset Management LLC: 0%
James M. Jampel: 0%
HITE Hedge LP: 0%
HITE MLP LP: 0%
HITE Hedge QP LP: 0%
HITE Energy LP: 0%
HITE Hedge Offshore Ltd.: 0%
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| Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020. | |||
| (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: | ||
10
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HITE Hedge Asset Management LLC: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common units
|
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| (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: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common
units
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Mr. Jampel disclaims beneficial ownership of the securities.
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| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ☒
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Not applicable.
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| Item 8. |
Identification and Classification of Members of the Group.
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For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
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| Item 9. |
Not applicable.
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| Item 10. |
Certifications.
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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.
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11
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 18, 2020
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HITE Hedge Asset Management LLC
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By: |
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Managing Member
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| Individual |
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By: |
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel
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HITE Hedge LP
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| By: |
HITE Hedge Capital LP, its General Partner | ||||
| By: |
HITE Hedge Capital LLC, its General Partner
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| By: |
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
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HITE MLP LP
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|||||
| 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
|
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| 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
|
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HITE Energy LP
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| By: |
HITE Hedge Capital LP, its General Partner
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| By: |
HITE Hedge Capital LLC, its General Partner
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12
| By: |
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
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| HITE Hedge Offshore Ltd. |
|||||
| By: |
HITE Hedge Capital LP, its General Partner
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| By: |
HITE Hedge Capital LLC, its General Partner
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| By: |
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
|
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13
LIST OF EXHIBITS
|
Exhibit No.
|
Description
|
| Group Members |
|
| B | Joint Filing Agreement |
| |
|