Sec Form 4 Filing - Rice Acquisition Sponsor LLC @ Rice Acquisition Corp. - 2020-12-07

Insider filing report for Changes in Beneficial Ownership
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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
Rice Acquisition Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Rice Acquisition Corp. [ RICE]
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)
102 EAST MAIN STREET, SECOND STORY
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2020
(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
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 ) 12/07/2020 J( 2 ) 250,000 ( 1 ) ( 1 ) Class A Common Stock 250,000 ( 2 ) 5,532,187 D
Reporting Owners
Reporting Owner Name / Address Relationships
Dire ctor 10% Owner Officer Other
Rice Acquisition Sponsor LLC
102 EAST MAIN STREET, SECOND STORY
CARNEGIE, PA15106
X
Signatures
/s/ James Wilmot Rogers, as Attorney-in-Fact 12/07/2020
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 )The Class B Units of Opco owned by the Reporting Person included up to 806,250 Class B Units of Opco (and corresponding shares of Class B common stock) that were subject to forfeiture in the event the underwriters of the Issuer's initial public offering of units did not exercise in full their over-allotment option. Because the underwriters only exercised their over-allotment option in part, the Reporting Person forfeited 250,000 Class B Units of Opco (and corresponding shares of Class B common stock) on December 7, 2020 for cancellation by Opco and the Issuer.

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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