Sec Form 4/A Filing - HITE Hedge Asset Management LLC @ Falcon Minerals Corp - 2019-06-28

FORM 4/A 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 DR, SUITE 108 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2019 (Street) QUINCY, MA02169 4. If Amendment, Date Original Filed (MM/DD/YY) 07/03/2019 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 ) 06/28/2019 S 52,944 D $ 8.4 180,425 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 DR SUITE 108 QUINCY, MA02169 X HITE Energy LP 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X HITE Hedge LP 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X HITE MLP Caymans Ltd. 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X HITE MLP LP 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X HITE HEDGE OFFSHORE, LTD. 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X HITE Hedge QP LP 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X Jampel James M 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X Signatures HITE Hedge Asset Management LLC, By: /s/ James M. Jampel, Managing Member 07/09/2019 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: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date HITE MLP Caymans Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date HITE MLP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date HITE Hedge Offshore, Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019 Signature of Reporting Person Date /s James M. Jampel 07/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 amendment is filed solely to attach a Power of Attorney exhibit and does not amend any of the line items from the originally filed Form 4. This line item, which reports information with respect to a sale of shares by HITE Energy LP and that was initially reported on the originally filed Form 4, is being re-reported for the sole purpose of gaining access to the filing system. ( 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 seller. 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 sales reflected in the Form 4 being amended hereby, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 5,896,033 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: Power of Attorney is attached hereto as Exhibit 24.A portion of the shares of Class A Common Stock that were sold on June 28, 2019 by the reporting persons and reported in the originally filed Form 4 were, under Section 16(b) of the Securities Exchange Act of 1934, matchable with purchases made by the reporting persons during the preceding six months. The reporting persons have undertaken to voluntarily disgorge to the issuer the Section 16(b) profit that resulted from such matchable transactions.

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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