Sec Form 4 Filing - HITE Hedge Asset Management LLC @ Falcon Minerals Corp - 2019-11-04

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 DR, SUITE 108 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2019 (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 ) 11/04/2019 S 5,800 D $ 6.5 275,111 D ( 2 ) Class A Common Stock ( 3 ) 11/04/2019 S 17,800 D $ 6.5 881,246 D ( 2 ) Class A Common Stock ( 4 ) 11/04/2019 S 49,300 D $ 6.5 2,730,395 D ( 2 ) Class A Common Stock ( 5 ) 11/04/2019 S 17,400 D $ 6.5 851,386 D ( 2 ) Class A Common Stock ( 6 ) 11/04/2019 S 1,100 D $ 6.5 60,035 D ( 2 ) Class A Common Stock ( 7 ) 11/04/2019 S 8,600 D $ 6.5 456,275 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Se curity (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 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 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 Jampel James M 300 CROWN COLONY DR SUITE 108 QUINCY, MA02169 X Signatures HITE Hedge Asset Management LLC, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 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 E. Conant, Attorney-in-Fact for James M. Jampel, Manager 01/29/2020 Signature of Reporting Person Date James M. Jampel, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel 01/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold 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 sellers. 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 transactions 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 5,505,253 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein. Amounts in Table I reflect changes in form of beneficial ownership that have occurred since the most recent prior Form 4 was filed by the reporting persons. ( 3 )Shares sold by HITE Hedge LP. ( 4 )Shares sold by HITE Hedge Offshore Ltd. ( 5 )Shares sold by HITE Hedge QP LP. ( 6 )Shares sold by HITE MLP Caymans Ltd. ( 7 )Shares sold by HITE MLP LP.

Remarks: This Form 4 is filed jointly by HITE Hedge Asset Management LLC, HITE Energy LP, HITE Hedge LP, HITE Hedge Offshore Ltd., HITE Hedge QP LP, HITE MLP Caymans Ltd., HITE MLP LP and James M. Jampel. As of November 4, 2019, each of the reporting persons was a member of a Section 13(d) group that may have been deemed to collectively own a total of 5,505,253 shares of Class A Common Stock. Of those 5,505,253 shares, 18,385 were held directly by HITE MLP Advantage Caymans Ltd., 881,246 were held directly by HITE Hedge LP, 851,386 were held directly by HITE Hedge QP LP, 275,111 were held directly by HITE Energy LP, 2,730,395 were held directly by HITE Hedge Offshore Ltd., 232,420 were held directly by HITE MLP Advantage LP, 60,035 were held directly by HITE MLP Caymans Ltd., 456,275 were held directly by HITE MLP LP, and none were 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).

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