Sec Form 3 Filing - Rice Daniel J. IV @ Rice Acquisition Corp. - 2020-10-21

FORM 3 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 Rice Daniel J. IV 2. Issuer Name and Ticker or Trading Symbol Rice Acquisition Corp. [ RICE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 102 EAST MAIN STREET, SECOND STORY 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2020 (Street) CARNEGIE, PA15106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 2,500 I See footnote ( 3 )

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 Class B Units of Rice Acquisition Holdings LLC ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 5,782,187 ( 2 ) I See footnote ( 3 ) Class A Units of Rice Acquisition Holdings LLC ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 100 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rice Daniel J. IV 102 EAST MAIN STREET, SECOND STORY CARNEGIE, PA15106 X X Chief Executive Officer Signatures /s/ Daniel Joseph Rice, IV, by James Wilmot Rogers, as Attorney-in-Fact 10/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For each Class B Unit of Rice Acquisition Holdings LLC ("Opco"), the Reporting Person owns a corresponding share of the Issuer's Class B common stock. In connection with the Issuer's initial business combination, the Class B Units of Opco will convert into Class A Units of Opco on a one-for-one basis, subject to adjustment. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date. ( 2 )Includes 806,250 Class B Units of Opco (and corresponding shares of Class B Common Stock) that are subject to forfeiture if the underwriters in the Issuer's initial public offering of units do not exercise their over-allotment option. ( 3 )Rice Acquisition Sponsor LLC is the record holder of the shares reported herein. Mr. Rice is a managing member of Rice Acquisition Sponsor LLC. As such, Mr. Rice may be deemed to have or share beneficial ownership of the common stock held directly by Rice Acquisition Sponsor LLC. ( 4 )For each Class A Unit of Opco, the Reporting Person owns a corresponding share of the Issuer's Class B common stock. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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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