Sec Form 4 Filing - HITE Hedge Asset Management LLC @ Falcon Minerals Corp - 2019-02-01

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 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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1. Name and Address of Reporting Person HITE Hedge Asset Management LLC 2. Issuer Name and Ticker or Trading Symbol Falcon Minerals Corp [ FLMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 CROWN COLONY DRIVE, SUITE 108 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2019 (Street) QUINCY, MA02169 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock ( 1 ) 02/01/2019 P 100 A $ 8.14 119,884 D ( 2 ) Class A Common Stock ( 1 ) 02/01/2019 P 34,049 A $ 8.28 153,933 D ( 2 ) Class A Common Stock ( 1 ) 02/04/2019 P 25,306 A $ 8.18 179,239 D ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HITE Hedge Asset Management LLC 300 CROWN COLONY DRIVE, SUITE 108 QUINCY, MA02169 X HITE Energy LP 300 CROWN COLONY DRIVE, SUITE 108 QUINCY, MA02169 X Jampel James M 300 CROWN COLONY DRIVE, SUITE 108 QUINCY, MA02169 X Signatures HITE Hedge Asset Management LLC, By: its Managing Member, /s/ Robert Matthew Niblack, Attorney-in-Fact for Managing Member 02/05/2019 Signature of Reporting Person Date HITE Energy LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: its Manager, /s/ Robert Matthew Niblack, Attorney-in-Fact for Manager 02/05/2019 Signature of Reporting Person Date /s/ Robert Matthew Niblack, Attorney-in-Fact for James M. Jampel 02/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares purchased by HITE Energy LP. ( 2 )HITE Hedge Asset Management LLC may be deemed the indirect beneficial owner of these shares as a result of its role as investment adviser to the purchaser. James M. Jampel may be deemed the indirect beneficial owner of these shares as a result of his serving as Managing Member of HITE Hedge Asset Management LLC. After giving effect to all of the purchases reflected in this Form 4, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 6,488,934 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein.

Remarks: This Form 4 is filed jointly by HITE Hedge Asset Management LLC, HITE Energy LP and James M. Jampel. AS OF FEBRUARY 5, 2019, EACH OF THE FILING PERSONS IS A MEMBER OF A SECTION 13(d) GROUP THAT MAY BE DEEMED TO COLLECTIVELY OWN A TOTAL OF 6,488,934 SHARES OF CLASS A COMMON STOCK. Of those 6,488,934 shares, 463,845 are held directly by HITE MLP Advantage Caymans Ltd., 1,258,553 are held directly by HITE Hedge LP, 1,056,554 are held directly by HITE Hedge QP LP, 179,239 are held directly by HITE Energy LP, 2,135,166 are held directly by HITE Hedge Offshore Ltd., 761,749 are held directly by HITE MLP Advantage LP, 109,121 are held directly by HITE MLP Caymans Ltd., 524,707 are held directly by HITE MLP LP, and none are held directly by HITE Hedge Asset Management LLC or James M. Jampel.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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