RMP / Rice Midstream Partners LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rice Midstream Partners LP
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CIK 1620928
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rice Midstream Partners LP
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 7, 2018 SC 13G

RMP / Rice Midstream Partners LP / OPPENHEIMER FUNDS INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Rice Midstream Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 762819100 (CUSIP Number) 7/31/2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

August 2, 2018 15-12B

RMP / Rice Midstream Partners LP 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36789 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified

July 23, 2018 EX-3.2

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC

Exhibit 3.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Operating Agreement”), effective as of July 23, 2018, is entered into by and between EQM Gathering Holdings, LLC, as the sole member (the “Member”), and Rice Midstream Management LLC, a Delaware limited liability co

July 23, 2018 EX-3.1

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP RICE MIDSTREAM PARTNERS LP

Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), dated as of July 23, 2018 (this “Agreement”), is entered into and executed by Rice Midstream Management LLC, a Delaware limited liability company, a

July 23, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2018 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Commission

July 23, 2018 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 3, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-

July 23, 2018 POS AM

RMP / Rice Midstream Partners LP POS AM

As filed with the Securities and Exchange Commission on July 23, 2018 Registration No.

July 23, 2018 POS AM

RMP / Rice Midstream Partners LP POS AM

As filed with the Securities and Exchange Commission on July 23, 2018 Registration No.

July 23, 2018 POS AM

RMP / Rice Midstream Partners LP POS AM

As filed with the Securities and Exchange Commission on July 23, 2018 Registration No.

July 23, 2018 S-8 POS

RMP / Rice Midstream Partners LP S-8 POS

As filed with the Securities and Exchange Commission on July 23, 2018 Registration No.

July 23, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Eqt Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7)* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telep

July 20, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2018 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36789 47-1557755 (State or Other Jurisdiction (Commission File Number) (IRS

July 20, 2018 EX-99.1

RICE MIDSTREAM PARTNERS UNITHOLDERS APPROVE MERGER WITH EQT MIDSTREAM PARTNERS

Exhibit 99.1 RICE MIDSTREAM PARTNERS UNITHOLDERS APPROVE MERGER WITH EQT MIDSTREAM PARTNERS Pittsburgh, PA (July 20, 2018) — EQT Midstream Partners, LP (NYSE: EQM) and Rice Midstream Partners LP (NYSE: RMP) today announced unitholder approval of RMP’s previously announced merger transaction with EQM. At today’s RMP special meeting of unitholders, approximately 81.8% of RMP’s outstanding common uni

July 20, 2018 425

RMP / Rice Midstream Partners LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 20, 2018 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 1-36789 47-1557755 (State or Other Jurisdiction (Commission File Number) (IRS

July 20, 2018 EX-99.1

RICE MIDSTREAM PARTNERS UNITHOLDERS APPROVE MERGER WITH EQT MIDSTREAM PARTNERS

EX-99.1 2 a18-173671ex99d1.htm EX-99.1 Exhibit 99.1 RICE MIDSTREAM PARTNERS UNITHOLDERS APPROVE MERGER WITH EQT MIDSTREAM PARTNERS Pittsburgh, PA (July 20, 2018) — EQT Midstream Partners, LP (NYSE: EQM) and Rice Midstream Partners LP (NYSE: RMP) today announced unitholder approval of RMP’s previously announced merger transaction with EQM. At today’s RMP special meeting of unitholders, approximatel

June 25, 2018 EX-4.2

EQT MIDSTREAM PARTNERS, LP as Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Third Supplemental Indenture Dated as of June 25, 2018 to the Indenture Dated as of August 1, 2014 4.750% Senior Notes due 2023

Exhibit 4.2 Execution Version EQT MIDSTREAM PARTNERS, LP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Third Supplemental Indenture Dated as of June 25, 2018 to the Indenture Dated as of August 1, 2014 4.750% Senior Notes due 2023 TABLE OF CONTENTS Page ARTICLE 1 SUPPLEMENT OF THE ORIGINAL INDENTURE 1 SECTION 1.01 Supplement to Article I of the Original Indenture 1 SECTI

June 25, 2018 EX-1.1

EQT MIDSTREAM PARTNERS, LP $2,500,000,000 Aggregate Amount of Senior Notes consisting of $1,100,000,000 4.75% Senior Notes due 2023 $850,000,000 5.50% Senior Notes due 2028 $550,000,000 6.50% Senior Notes due 2048 UNDERWRITING AGREEMENT

EX-1.1 2 a18-157601ex1d1.htm EX-1.1 Exhibit 1.1 Execution Version EQT MIDSTREAM PARTNERS, LP $2,500,000,000 Aggregate Amount of Senior Notes consisting of $1,100,000,000 4.75% Senior Notes due 2023 $850,000,000 5.50% Senior Notes due 2028 $550,000,000 6.50% Senior Notes due 2048 UNDERWRITING AGREEMENT June 20, 2018 Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Deut

June 25, 2018 425

EQM / EQT Midstream Partners LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2018 (June 20, 2018) EQT Midstream Partners, LP (Exact name of registrant as specified in its charter) DELAWARE 1-35574 37-1661577 (State or other jurisdiction of incorporati

June 25, 2018 EX-4.6

EQT MIDSTREAM PARTNERS, LP as Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Fifth Supplemental Indenture Dated as of June 25, 2018 to the Indenture Dated as of August 1, 2014 6.500% Senior Notes due 2048

Exhibit 4.6 Execution Version EQT MIDSTREAM PARTNERS, LP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Fifth Supplemental Indenture Dated as of June 25, 2018 to the Indenture Dated as of August 1, 2014 6.500% Senior Notes due 2048 TABLE OF CONTENTS Page ARTICLE 1 SUPPLEMENT OF THE ORIGINAL INDENTURE 1 SECTION 1.01 Supplement to Article I of the Original Indenture 1 SECTI

June 25, 2018 EX-4.4

EX-4.4

EX-4.4 4 a18-157601ex4d4.htm EX-4.4 Exhibit 4.4 Execution Version EQT MIDSTREAM PARTNERS, LP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Fourth Supplemental Indenture Dated as of June 25, 2018 to the Indenture Dated as of August 1, 2014 5.500% Senior Notes due 2028 TABLE OF CONTENTS Page ARTICLE 1 SUPPLEMENT OF THE ORIGINAL INDENTURE 1 SECTION 1.01 Supplement to Articl

June 25, 2018 EX-12.1

EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)

Exhibit 12.1 EQT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1) Three Months Ended March 31, Year Ended December 31, 2018 2017 2016 2015 2014 2013 (Thousands) Earnings: Income before income taxes $ 209,326 $ 585,226 $ 548,101 $ 438,385 $ 325,037 $ 249,041 Minus: equity income of unconsolidated entities (8,811 ) (22,171 ) (9,898 ) (2,367 ) — — Plus: Fi

June 20, 2018 DEFM14A

RMP / Rice Midstream Partners LP DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 20, 2018 EX-99.1

2

Exhibit 99.1 EQT MIDSTREAM PARTNERS ANNOUNCES OFFERING OF SENIOR NOTES Pittsburgh, PA (June 20, 2018) — EQT Midstream Partners, LP (NYSE: EQM) (Partnership) today announced its intent to offer, subject to market conditions, three new series of senior unsecured notes (collectively, Notes), in an underwritten public offering, each in an aggregate principal amount to be determined at pricing. Each se

June 20, 2018 EX-99.2

EQT MIDSTREAM PARTNERS ANNOUNCES PRICING OF SENIOR NOTES

Exhibit 99.2 EQT MIDSTREAM PARTNERS ANNOUNCES PRICING OF SENIOR NOTES Pittsburgh, PA (June 20, 2018) — EQT Midstream Partners, LP (NYSE: EQM) (Partnership) announced today that it has priced an offering of $1.1 billion in aggregate principal amount of its 4.75% senior notes due 2023, $850 million in aggregate principal amount of its 5.5% senior notes due 2028, and $550 million in aggregate princip

June 20, 2018 425

EQM / EQT Midstream Partners LP 8-K (Prospectus)

425 1 a18-1350258k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2018 EQT Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-35574 37-1661577 (State or other jurisdiction o

June 20, 2018 425

EQM / EQT Midstream Partners LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 20, 2018 EQT Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-35574 37-1661577 (State or Other Jurisdiction (Commission File Number) (IR

June 20, 2018 EX-99.1

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Unitholders of Rice Midstream Partners LP and the Board of Directors of Rice Midstream Management LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Rice Midstream Partners LP (the Partnership) as of December 31, 2017 (Successor) and 2016 (Predecessor), and the related c

June 20, 2018 EX-99.2

Rice Midstream Partners LP Consolidated Balance Sheets

Exhibit 99.2 Rice Midstream Partners LP Consolidated Balance Sheets (Unaudited) (in thousands) March 31, 2018 December 31, 2017 Assets Current assets: Cash and cash equivalents $ 46,518 $ 10,538 Accounts receivable 7,205 12,246 Accounts receivable - affiliate 76,542 48,428 Prepaid expenses and other 2,208 1,327 Total current assets 132,473 72,539 Property and equipment 1,461,405 1,439,222 Less: ac

June 20, 2018 EX-99.3

EQT MIDSTREAM PARTNERS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 EQT MIDSTREAM PARTNERS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction 2 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2018 5 Unaudited Pro Forma Statement of Combined Operations for the three months ended March 31, 2018 7 Unaudited Pro Forma Statement of Combined Operations for the year ended December 31, 2017 8 Notes to th

May 22, 2018 425

EQM / EQT Midstream Partners LP 8-K (Prospectus)

425 1 a18-1396218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2018 EQT Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-35574 37-1661577 (State or other jurisdiction of

May 22, 2018 EX-99.4

EQT MIDSTREAM PARTNERS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.4 EQT MIDSTREAM PARTNERS, LP INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Introduction 2 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2018 5 Unaudited Pro Forma Statement of Combined Operations for the three months ended March 31, 2018 7 Unaudited Pro Forma Statement of Combined Operations for the year ended December 31, 2017 8 Notes to th

May 22, 2018 EX-99.2

RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS

Exhibit 99.2 RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS Page Report of Independent Auditors 2 Combined Balance Sheets as of December 31, 2017 and 2016 3 Combined Statements of Operations for the period from November 13, 2017 to December 31, 2017, from January 1, 2017 to November 12, 2017 and for the year ended

May 22, 2018 EX-99.3

RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS

Exhibit 99.3 RICE OLYMPUS MIDSTREAM LLC, STRIKE FORCE MIDSTREAM HOLDINGS LLC AND RICE WEST VIRGINIA MIDSTREAM LLC INDEX TO FINANCIAL STATEMENTS Unaudited Condensed Combined Balance Sheets as of March 31, 2018 and December 31, 2017 2 Unaudited Combined Statements of Operations for the three months ended March 31, 2018 and 2017 3 Unaudited Combined Statements of Cash Flows for the three months ended

May 22, 2018 EX-99.1

Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018

Exhibit 99.1 Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or curren

May 22, 2018 EX-99.1

Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018

Exhibit 99.1 Investor Relations Presentation EQT Midstream Partners - EQT GP Holdings May 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or curren

May 22, 2018 425

EQGP / EQT GP Holdings LP 8-K (Prospectus)

425 1 a18-1395418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2018 EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or other jurisdiction of incorp

May 22, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Eqt Corp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 6)* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telep

April 27, 2018 425

EQGP / EQT GP Holdings LP 425 (Prospectus)

Filed by EQT GP Holdings, LP (Commission File No. 001-37380) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rice Midstream Partners LP (Commission File No. 001-36789) On April 26, 2018, EQT GP Holdings, LP (EQGP) and EQT Midstream Partners, LP (EQM) hosted a conference call in connection with th

April 27, 2018 425

EQM / EQT Midstream Partners LP 425 (Prospectus)

425 1 a18-121702425.htm 425 Filed by EQT Midstream Partners, LP (Commission File No. 001-35574) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rice Midstream Partners LP (Commission File No. 001-36789) On April 26, 2018, EQT Midstream Partners, LP (EQM) and EQT GP Holdings, LP (EQGP) hosted a co

April 27, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Eqt Corp - SC 13D/A Activist Investment

SC 13D/A 1 a18-123631sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.5)* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1

April 26, 2018 425

EQT / EQT Corp. 425 (Prospectus)

Filed by EQT Corporation (Commission File No. 1-3551) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rice Midstream Partners LP (Commission File No. 001-36789) On April 26, 2018, EQT Corporation (EQT) hosted a conference call in connection with the announcement of its 1Q 2018 earnings in which,

April 26, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, solely for purposes of

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

April 26, 2018 EX-99.2

Streamlining Transaction Summary April 2018

Exhibit 99.2 Streamlining Transaction Summary April 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without l

April 26, 2018 EX-10.1

$2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Ag

EX-10.1 5 a18-122081ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION CUSIP Number: 26885CAG3 Term Loan CUSIP Number: 26885CAH1 $2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE

April 26, 2018 EX-2.3

INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP EQT CORPORATION Dated as of April 25, 2018

Exhibit 2.3 EXECUTION VERSION INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I Definitions and Interpretation 2 1.1 Definitions 2 1.2 Other Terms 4 1.3 Additional Rules of Interpretation; Construction Provisions 4 ARTICLE II The Transactions 5 2.1

April 26, 2018 425

EQGP / EQT GP Holdings LP 8-K (Prospectus)

425 1 a18-1220818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) EQT GP Holdings, LP (Exact name of registrant as specified in its charter) Delaware 001-37380 30-0855134 (State or other jur

April 26, 2018 EX-99.1

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained m

April 26, 2018 EX-2.2

CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018

EX-2.2 3 a18-122081ex2d2.htm EX-2.2 Exhibit 2.2 Execution Version CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION AND SALE 15 Section 2.1 Contribution and Sale 15 S

April 26, 2018 EX-2.1

Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions therein, EQT Corporation (incorporated by reference to Exhibit 2.1 of RMP’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on April 26, 2018). Rice Midstream Partners LP will furnish supplementally a copy of any omitted schedule and similar attachment to the Commission upon request.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

April 26, 2018 EX-99.1

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained m

April 26, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorpo

April 26, 2018 EX-2.3

INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP EQT CORPORATION Dated as of April 25, 2018

Exhibit 2.3 EXECUTION VERSION INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I Definitions and Interpretation 2 1.1 Definitions 2 1.2 Other Terms 4 1.3 Additional Rules of Interpretation; Construction Provisions 4 ARTICLE II The Transactions 5 2.1

April 26, 2018 EX-2.2

CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018

Exhibit 2.2 Execution Version CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION AND SALE 15 Section 2.1 Contribution and Sale 15 Section 2.2 Assumed Liabilities 15 Se

April 26, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, solely for purposes of

EX-2.1 2 a18-113361ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENT

April 26, 2018 425

EQT / EQT Corp. 8-K (Prospectus)

425 1 a18-1133618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) EQT Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-3551 25-0464690 (State or other jurisd

April 26, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, solely for purposes of

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

April 26, 2018 EX-2.2

CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018

EX-2.2 3 a18-121701ex2d2.htm EX-2.2 Exhibit 2.2 Execution Version CONTRIBUTION AND SALE AGREEMENT by and among EQT CORPORATION, RICE MIDSTREAM HOLDINGS LLC, EQT MIDSTREAM PARTNERS, LP and EQM GATHERING HOLDINGS, LLC Dated as of April 25, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION AND SALE 15 Section 2.1 Contribution and Sale 15 S

April 26, 2018 EX-99.1

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

EX-99.1 5 a18-121701ex99d1.htm EX-99.1 Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of E

April 26, 2018 EX-10.1

$2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Ag

EX-10.1 4 a18-121701ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION CUSIP Number: 26885CAG3 Term Loan CUSIP Number: 26885CAH1 $2,500,000,000 364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. as Syndication Agent DEUTSCHE

April 26, 2018 425

EQM / EQT Midstream Partners LP 8-K (Prospectus)

425 1 a18-1217018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) EQT Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-35574 37-1661577 (State or ot

April 26, 2018 EX-99.2

Streamlining Transaction Summary April 2018

Exhibit 99.2 Streamlining Transaction Summary April 2018 Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without l

April 26, 2018 EX-99.1

EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction

Exhibit 99.1 EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners Announce Streamlining Transaction Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes: · EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained m

April 26, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, solely for purposes of

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER AND THE GP ME

April 26, 2018 425

RMP / Rice Midstream Partners LP 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorpo

April 26, 2018 10-Q

RMP / Rice Midstream Partners LP 10-Q RICE MIDSTREAM PARTNERS LP - MARCH 31, 2018 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789 Rice Mids

April 3, 2018 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 d532092dex99a.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereund

April 3, 2018 EX-99.B

POWER OF ATTORNEY

Exhibit B Exhibit B POWER OF ATTORNEY Know all by these presents that Eric M. Conklin does hereby make, constitute and appoint Anthony Merhige and David Thayer, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as

April 3, 2018 SC 13G

RMP / Rice Midstream Partners LP / Harvest Fund Advisors LLC - SC 13G Passive Investment

SC 13G 1 d532092dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) March 30, 2018 (Date of Event which Requires Filing of this Statement

April 3, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Harvest Fund Holdco L.p. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) John G. Finley c/o The Blackstone Group L.P. 345 Park Avenue New York, New York 10154 Tel: (2

March 20, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 20, 2018 (March 14, 2018) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorpo

February 22, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Rice Midstream Gp Holdings Lp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telep

February 21, 2018 425

EQT / EQT Corp. 425 (Prospectus)

Filed by EQT Corporation (Commission File No. 1-3551) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Rice Midstream Partners LP (Commission File No. 001-36789) The following is a transcript from a conference call held by EQT Corporation on February 21, 2018 Corrected Transcript 21-Fe b -20 18 EQ

February 21, 2018 425

EQT / EQT Corp. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2018 EQT CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-3551 25-0464690 (State or other jurisdiction of incorporation) (Commission File

February 21, 2018 EX-99.2

Important Information for Investors Important Additional Information This communication relates to, among other things, a potential proposal that may be made regarding a business combination transaction involving EQM and RMP. In connection with the p

x Exhibit 99.2 EQT Announces Plan to Separate Midstream Business February 21, 2018 Cautionary Statement Regarding Forward-Looking Information Disclosures in this communication contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strict

February 21, 2018 EX-99.1

2

EX-99.1 2 a18-65821ex99d1.htm EX-99.1 Exhibit 99.1 NEWS RELEASE EQT ANNOUNCES PLAN TO SEPARATE MIDSTREAM BUSINESS Tax-free separation creates two premier and independently focused Appalachian-based energy companies PITTSBURGH, PA (February 21, 2018) — EQT Corporation (NYSE: EQT) today announced that its Board of Directors has approved a plan to separate its upstream and midstream businesses, creat

February 20, 2018 SC 13D/A

RMP / Rice Midstream Partners LP / Rice Midstream Gp Holdings Lp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania 15222 Telep

February 15, 2018 EX-99

Non-GAAP Financial Information

EXHIBIT 99 NON-GAAP FINANCIAL INFORMATION The EQT Executive STIP for the 2017 plan year and the 2017 Value Driver Performance Share Unit Program utilized EQT’s adjusted EBITDA compared to the EQT’s business plan as a performance measure.

February 15, 2018 EX-10.14

Sixth Amended and Restated Cracker Jack Gas Gathering Agreement, dated as of February 28, 2017, by and among Rice Poseidon Midstream LLC, EQT Energy, LLC and EQT Production Company. Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC. The redacted material has been separately filed with the SEC.

EXHIBIT 10.14 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information marked “[***]” in this Exhibit has been filed with the Securities and Exchange Commission together with such request for confidential treatment. SIXTH AMENDED AND RESTATED CRACKER JACK

February 15, 2018 10-K

RMP / Rice Midstream Partners LP 10-K RICE MIDSTREAM PARTNERS LP (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789 Rice Midstream

February 15, 2018 EX-21.1

List of Subsidiaries of Rice Midstream Partners LP.

EXHIBIT 21.1 Rice Midstream Partners LP Subsidiaries Company Jurisdiction of Organization Rice Midstream OpCo LLC Delaware Rice Poseidon Midstream LLC Delaware Rice Water Services (OH) LLC Delaware Rice Water Services (PA) LLC Delaware Vantage Energy II Access, LLC Delaware Vista Gathering, LLC Delaware

February 13, 2018 SC 13G/A

RMP / Rice Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Two)* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

February 6, 2018 SC 13G

RMP / Rice Midstream Partners LP / ALPS ADVISORS INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Midstream Partners, L.P. (Name of Issuer) Common Units (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 6, 2018 SC 13G/A

RMP / Rice Midstream Partners LP / OPPENHEIMER FUNDS INC - FORM SC 13G Passive Investment

SC 13G/A 1 ricemidstream4.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rice Midstream Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 762819100 (CUSIP Number) 12/31/2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

December 12, 2017 CORRESP

RMP / Rice Midstream Partners LP ESP

Rice Midstream Partners 625 Liberty Avenue, Suite 1700 | Pittsburgh, PA 15222-3111 p: 412.

December 8, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 8, 2017 (December 7, 2017) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Inc

December 8, 2017 EX-3.1

Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated as of December 7, 2017 (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 8, 2017).

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP This Amendment No. 1 (this ?Amendment?) to the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP (the ?Partnership?), dated as of December 22, 2014 (the ?Partnership Agreement?), is hereby adopted effective as of December 7, 2017, by Rice Midstrea

December 8, 2017 EX-3.2

Amended and Restated Certificate of Limited Partnership of Rice Midstream Partners LP, dated as of December 8, 2017 (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 8, 2017).

EX-3.2 3 a17-279541ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP This Amended and Restated Certificate of Limited Partnership of Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), has been duly executed and is filed pursuant to Section 17-210 of the Delaware Revised Uniform Limited Partnership Act (th

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY — SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 21, 2017 EX-24

LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE

Exhibit 24 LIMITED POWER OF ATTORNEY ? SECURITIES LAW COMPLIANCE The undersigned, as an officer, director, or employee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP, or its subsidiaries or affiliates (the ?Company?), hereby constitutes Jonathan M.

November 15, 2017 SC 13D/A

RMP / Rice Midstream Partners LP / Eqt Corp - SC 13D/A Activist Investment

SC 13D/A 1 a17-271561sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Robert J. McNally 625 Liberty Avenue, Suite

November 13, 2017 EX-10.3

Form of Director and/or Officer Indemnification Agreement (incorporated by reference to Exhibit 10.3 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 14, 2017).

Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made effective as of the day of November, 2017, by and among Rice Midstream Partners LP, a Delaware limited partnership (the ?Partnership?), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the ?Company?), and [NAME] (?Indemnitee?), a di

November 13, 2017 EX-10.1

Amended and Restated Omnibus Agreement, dated as of November 13, 2017, by and among EQT Corporation, EQT RE, LLC, Rice Midstream Holdings LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and Rice Poseidon Midstream LLC (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 14, 2017).

Exhibit 10.1 AMENDED AND RESTATED OMNIBUS AGREEMENT among EQT CORPORATION, EQT RE, LLC, RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLC This AMENDED AND RESTATED OMNIBUS AGREEMENT (?Agreement?) is entered into on, and effective as of, November 13, 2017, among EQT Corporation, a Pennsylvania corporation (?EQT?), EQT RE, LLC, a D

November 13, 2017 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 13, 2017 Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation or Orga

November 13, 2017 EX-10.2

Amended and Restated Employee Secondment Agreement, dated as of November 13, 2017, by and among EQT Corporation, EQT RE, LLC and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 14, 2017).

Exhibit 10.2 AMENDED AND RESTATED EMPLOYEE SECONDMENT AGREEMENT This Amended and Restated Employee Secondment Agreement (this ?Agreement?), effective as of November 13, 2017 (the ?Effective Date?), is entered into by and among EQT Corporation (?EQT?), Rice Midstream Partners LP (the ?MLP?) and, solely for the limited purposes set forth in Section 6(j), EQT RE, LLC (?EQT RE?). Each of the foregoing

November 2, 2017 10-Q

Rice Midstream Partners 10-Q - RICE MIDSTREAM PARTNERS (9.30.17) (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

November 2, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Co

November 2, 2017 EX-99.1

Rice Midstream Partners Reports Third Quarter 2017 Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Third Quarter 2017 Results CANONSBURG, Pa., November 2, 2017 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today reported third quarter 2017 financial and operating results. Highlights include: • Gathering throughput averaged 1,483 MDth/d, a 9% increase from second quarter 2017 • Compres

October 26, 2017 EX-99.A

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, r

October 26, 2017 SC 13D

RMP / Rice Midstream Partners LP / Harvest Fund Advisors LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) Anthony Merhige Harvest Fund Advisors LLC 100 West Lancaster Avenue, Suite 200 Wayne, Pennsylvan

August 3, 2017 10-Q

Rice Midstream Partners 10-Q - RMP 2Q2017 (Quarterly Report)

10-Q 1 rmp10-qxjune302017.htm 10-Q - RMP 2Q2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

August 3, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Commissi

August 3, 2017 EX-99.1

Rice Midstream Partners Reports Second Quarter 2017 Results and Updates 2017 Capital Budget

EX-99.1 2 d434454dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Second Quarter 2017 Results and Updates 2017 Capital Budget CANONSBURG, Pa., August 2, 2017 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today reported second quarter 2017 financial and operating results. Highlights include: • Gathering throughput averaged 1,

June 21, 2017 8-K

Rice Midstream Partners 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 19, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Commi

May 4, 2017 10-Q

Rice Midstream Partners LP RMP 10-Q - MARCH 31, 2017 (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789

May 3, 2017 8-K

Rice Midstream Partners LP FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Co

May 3, 2017 EX-99.1

Rice Midstream Partners Reports First Quarter 2017 Results and Provides Three-Year Outlook

EX-99.1 2 d391625dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports First Quarter 2017 Results and Provides Three-Year Outlook CANONSBURG, Pa., May 3, 2017 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today reported first quarter 2017 financial and operating results. Highlights include: • Gathering throughput averaged 1,235 M

March 1, 2017 10-K

Rice Midstream Partners LP 10-K RMP 12.31.16 (Annual Report)

10-K 1 rmp10-kxdecember312016.htm 10-K RMP 12.31.16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

March 1, 2017 EX-21.1

Subsidiaries of Rice Midstream Partners LP(1) (as of December 31, 2016) Name of Subsidiary Jurisdiction of Organization Rice Midstream OpCo LLC Delaware Rice Poseidon Midstream LLC Delaware Rice Water Services (OH) LLC Delaware Rice Water Services (P

EXHIBIT 21.1 Subsidiaries of Rice Midstream Partners LP(1) (as of December 31, 2016) Name of Subsidiary Jurisdiction of Organization Rice Midstream OpCo LLC Delaware Rice Poseidon Midstream LLC Delaware Rice Water Services (OH) LLC Delaware Rice Water Services (PA) LLC Delaware Vista Gathering, LLC Delaware (1) The names of certain subsidiaries have been omitted since, considered in the aggregate

February 23, 2017 8-K

Rice Midstream Partners LP 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (C

February 23, 2017 EX-99.1

Rice Midstream Partners Reports Fourth Quarter and Full-Year 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Fourth Quarter and Full-Year 2016 Financial and Operating Results CANONSBURG, Pa. - February 22, 2017 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (?RMP? or the ?Partnership?) today reported fourth quarter and full-year 2016 financial and operating results. Highlights to date include: ? Fourth quarter average daily

February 14, 2017 SC 13G/A

RMP / Rice Midstream Partners LP / Clearbridge Investments, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Rice Midstream Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 14, 2017 SC 13G/A

RMP / Rice Midstream Partners LP / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G/A Passive Investment

SC 13G/A 1 a17-44645sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Rice Midstream Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 13, 2017 SC 13G/A

Rice Midstream Partners RMP 13G 12.31.16 (Passive Acquisition of More Than 5% of Shares)

rmp13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. One)* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

February 2, 2017 8-K

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2017 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Co

January 13, 2017 SC 13G/A

RMP / Rice Midstream Partners LP / Harvest Fund Advisors LLC - FORM SC 13G/A Passive Investment

Harvest Fund Advisors LLC.: Form SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) (Date of Event which Requires Fi

January 10, 2017 SC 13G/A

RMP / Rice Midstream Partners LP / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 762819100 (CUSIP Number) 12/30/2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

December 13, 2016 S-3/A

Rice Midstream Partners LP S-3/A

S-3/A Table of Contents As filed with the securities and exchange commission on December 13, 2016.

December 13, 2016 CORRESP

Rice Midstream Partners LP ESP

Rice Midstream Partners LP 2200 Rice Drive Canonsburg, Pennsylvania 15317 December 13, 2016 By EDGAR Mara L.

December 5, 2016 CORRESP

Rice Midstream Partners LP ESP

CORRESP December 5, 2016 VIA EDGAR Mara L. Ransom Assistant Director Office of Consumer Products United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Rice Midstream Partners LP Registration Statement on Form S-3 Filed October 28, 2016 File No. 333-214313 Form 10-K for the Year Ended December 31, 2015 Filed February 25, 2016

December 2, 2016 EX-99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is derived from the historical consolidated financial statements of Rice Midstream Partners LP (the “Partnership”) and the historical combined financial statements of certain midstream assets (the “Vista Gathering Assets”) that the Partnership indirectly acquired on Octo

December 2, 2016 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 2, 2016 (Date of earliest event reported) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation) (Co

November 10, 2016 SC 13G

RMP / Rice Midstream Partners LP / TORTOISE CAPITAL ADVISORS, L.L.C. - RMP 13G 10.31.16 Passive Investment

SC 13G 1 rmp13g.htm RMP 13G 10.31.16 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) October 31, 2016 (Date of Event Which Requires Filing of this Statement) Check t

November 3, 2016 10-Q

Rice Midstream Partners LP RMP 9.30.16 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789 Rice

November 3, 2016 EX-99.1

Rice Midstream Partners Reports Third Quarter 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Third Quarter 2016 Financial and Operating Results CANONSBURG, Pa. - November 2, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (?RMP? or the ?Partnership?) today reported third quarter 2016 financial and operating results. Highlights to date include: ? Average throughput of 957 MDth/d, a 43% increase over the p

November 3, 2016 8-K

Rice Midstream Partners LP 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Co

October 28, 2016 S-3

Rice Midstream Partners LP S-3

S-3 1 d268627ds3.htm S-3 Table of Contents As filed with the securities and exchange commission on October 28, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 47-1557755 (State Or Other Jurisd

October 28, 2016 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is derived from the historical consolidated financial statements of Rice Midstream Partners LP (the ?Partnership?) and the historical combined financial statements of certain midstream assets (the ?Vista Gathering Assets?) that the Partnership indirectly acquired

October 28, 2016 8-K

Rice Midstream Partners LP 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation) (Co

October 28, 2016 EX-99.2

VISTA GATHERING ASSETS Unaudited Combined Financial Statements June 30, 2016 and December 31, 2015 VISTA GATHERING ASSETS Table of Contents Page Combined Financial Statements Combined Balance Sheets 1 Combined Statements of Income 2 Combined Statemen

EX-99.2 Exhibit 99.2 VISTA GATHERING ASSETS Unaudited Combined Financial Statements June 30, 2016 and December 31, 2015 VISTA GATHERING ASSETS Table of Contents Page Combined Financial Statements Combined Balance Sheets 1 Combined Statements of Income 2 Combined Statements of Net Investment 3 Combined Statements of Cash Flows 4 Notes to Combined Financial Statements 5 VISTA GATHERING ASSETS Combin

October 28, 2016 EX-99.1

VISTA GATHERING ASSETS Combined Financial Statements December 31, 2015, 2014 and 2013 (With Independent Auditors’ Report Thereon) VISTA GATHERING ASSETS Table of Contents Page Independent Auditors’ Report 1 Combined Financial Statements: Combined Bal

EX-99.1 Exhibit 99.1 VISTA GATHERING ASSETS Combined Financial Statements December 31, 2015, 2014 and 2013 (With Independent Auditors? Report Thereon) VISTA GATHERING ASSETS Table of Contents Page Independent Auditors? Report 1 Combined Financial Statements: Combined Balance Sheets 3 Combined Statements of Income 4 Combined Statements of Net Investment 5 Combined Statements of Cash Flows 6 Notes t

October 25, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 d276320d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction

October 25, 2016 EX-10.1

Second Amendment to Credit Agreement, dated as of October 19, 2016, by and among Rice Midstream Partners LP, Rice Midstream OpCo LLC, the guarantors party thereto, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto, Barclays Bank PLC as syndication agent, Wells Fargo Securities, LLC and Barclays Bank PLC as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on October 25, 2016).

EX-10.1 2 d276320dex101.htm EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 19, 2016 among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Party Hereto BARCLAYS BANK PLC, as Syndication Agent WELLS FARGO SECURITIES, LLC

October 11, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 7, 2016 (Date of earliest event reported) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation)

October 11, 2016 EX-4.1

Registration Rights Agreement, dated as of October 7, 2016, by and among Rice Midstream Partners LP and the Purchasers named on Schedule A thereto (incorporated by reference to Exhibit 4.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on October 11, 2016).

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG RICE MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 3 ARTICLE II REGISTRATION RIGHTS 3 Section 2.01 Registration 3 Section 2.02 Piggyback Rights 5 Section 2.03 Delay Rights 7 Section 2.04 Underwritten Offerings 8 S

October 3, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 29, 2016 (Date of earliest event reported) Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation) (

October 3, 2016 EX-10.1

COMMON UNIT PURCHASE AGREEMENT by and among RICE MIDSTREAM PARTNERS LP THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 6 Section 2.1 Sale and

EX-10.1 Exhibit 10.1 Execution Version COMMON UNIT PURCHASE AGREEMENT by and among RICE MIDSTREAM PARTNERS LP and THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 6 Section 2.1 Sale and Purchase 6 Section 2.2 Closing 7 Section 2.3 Mutual Conditions 7 Section 2.4 Each Purchaser?s Conditions 7

September 30, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation) (Comm

September 30, 2016 EX-10.1

Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on September 30, 2016).

EX-10.1 Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of September 26, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 10 2.1 Conveyances 10 2.2 Consideration 10 2.3 Transfer Taxes 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF RICE 10 3.1 Organization and

September 7, 2016 SC 13G

RMP / Rice Midstream Partners LP / BROOKFIELD INVESTMENT MANAGEMENT INC. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 4, 2016 10-Q

Rice Midstream Partners LP 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789 R

August 3, 2016 8-K

Rice Midstream Partners LP 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Comm

August 3, 2016 EX-99.1

Rice Midstream Partners Reports Second Quarter 2016 Financial and Operating Results and Provides 2016 Capital Budget and Guidance Update

EX-99.1 2 d233142dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Second Quarter 2016 Financial and Operating Results and Provides 2016 Capital Budget and Guidance Update CANONSBURG, Pa. - August 3, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today reported second quarter 2016 financial and operating results. Highligh

June 13, 2016 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (C

June 13, 2016 EX-99.1

Rice Midstream Partners Announces Public Offering of Common Units

Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Announces Public Offering of Common Units CANONSBURG, Pa. - June 7, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today announced the commencement of an underwritten public offering of 8,000,000 common units representing limited partner interests. In connection with the offering, the Partnership ex

June 13, 2016 EX-99.2

Rice Midstream Partners Prices Public Offering of Common Units

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Rice Midstream Partners Prices Public Offering of Common Units CANONSBURG, Pa. - June 7, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (?RMP? or the ?Partnership?) today announced the pricing of an underwritten public offering of 8,000,000 common units representing limited partner interests, at a price to the public of $18.50 per common unit.

June 13, 2016 EX-1.1

RICE MIDSTREAM PARTNERS LP 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 2 d202060dex11.htm EX-1.1 Exhibit 1.1 Execution Version RICE MIDSTREAM PARTNERS LP 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 7, 2016 WELLS FARGO SECURITIES, LLC As Representative of the several Underwriters named in Schedule I attached hereto c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 Ladies and Gentlemen: Rice Mi

June 9, 2016 424B5

8,000,000 Common Units Representing Limited Partner Interests

424B5 Table of Contents File Pursuant to Rule 424(b)(5) Registration No. 333-209089 PROSPECTUS SUPPLEMENT (To Prospectus dated February 4, 2016) 8,000,000 Common Units Representing Limited Partner Interests We are offering 8,000,000 common units representing limited partner interests in Rice Midstream Partners LP. Our common units trade on the NYSE under the symbol “RMP.” The last reported trading

June 7, 2016 424B2

SUBJECT TO COMPLETION, DATED JUNE 7, 2016

424B2 Table of Contents File Pursuant to Rule 424(b)(2) Registration No. 333-209089 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not pe

May 9, 2016 424B5

Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-209089 PROSPECTUS SUPPLEMENT (To Prospectus dated February 4, 2016) Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $100,000,000 This prospectus supplement and the accompanying base prospectus relate to the issuance and sale from time to time of common units representing li

May 9, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation) (Commission

May 9, 2016 EX-1.1

Equity Distribution Agreement, dated as of May 9, 2016, by and among Rice Midstream Partners LP, Rice Midstream Management LLC, and the Managers named therein (incorporated by reference to Exhibit 1.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on May 9, 2016).

EX-1.1 Exhibit 1.1 RICE MIDSTREAM PARTNERS LP $100 million of Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENT May 9, 2016 Wells Fargo Securities, LLC Barclays Capital Inc. RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 Ladies and Gentlemen: Rice Midstream Partners LP, a Delaware li

May 5, 2016 10-Q

Rice Midstream Partners LP 10-Q (Quarterly Report)

10-Q 1 rmp10-qxmarch312016.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

May 5, 2016 EX-99.1

Rice Midstream Partners Reports First Quarter 2016 Financial and Operating Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports First Quarter 2016 Financial and Operating Results CANONSBURG, Pa. - May 4, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (?RMP? or the ?Partnership?) today reported first quarter 2016 financial and operating results. Highlights to date include: ? First quarter average throughput of 835 MDth/d, a 50% increase o

May 5, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d189544d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of In

March 18, 2016 EX-99.1

1

EX-99.1 2 d167640dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Appoints Stephanie C. Hildebrandt to Board of Directors CANONSBURG, Pa. – March 18, 2016 /PRNewswire/ – Rice Midstream Partners LP (NYSE: RMP) (“RMP”) today announced the appointment of Stephanie C. Hildebrandt to the Board of Directors of RMP’s general partner, where she will also serve as a member of t

March 18, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Comm

March 18, 2016 EX-24

EX-24

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4, AND FORMS 5 The undersigned hereby constitutes and appoints Daniel J.

March 7, 2016 SC 13D/A

RMP / Rice Midstream Partners LP / Rice Energy Inc. - SC 13D/A Activist Investment

SC 13D/A CUSIP No. 762819100 13D Page 1 of 16 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) Rice Midstream Partners LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 7628

March 7, 2016 EX-99.F

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE MIDSTREAM HOLDINGS LLC a Delaware Limited Liability Company Dated as of February 22, 2016

EX-99.F Exhibit F AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM HOLDINGS LLC a Delaware Limited Liability Company Dated as of February 22, 2016 Membership interests in Rice Midstream Holdings LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory authority of any State

March 7, 2016 EX-99.A

Joint Filing Agreement

EX-99.A Exhibit A Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D/A filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the common units and subordinated units of Rice Midstream Partners LP, a Delaware limited partnership (the “Issuer”), and such othe

March 7, 2016 EX-99.E

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP RICE MIDSTREAM GP HOLDINGS LP a Delaware Limited Partnership Dated as of February 22, 2016

EX-99.E Exhibit E AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM GP HOLDINGS LP a Delaware Limited Partnership Dated as of February 22, 2016 Limited partnership interests in Rice Midstream GP Holdings LP, a Delaware limited partnership, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory authority of any State.

February 25, 2016 10-K

Rice Midstream Partners LP 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36789 Rice Mids

February 24, 2016 EX-99.1

Rice Midstream Partners Reports Fourth Quarter and Full-Year 2015 Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners Reports Fourth Quarter and Full-Year 2015 Results CANONSBURG, Pa. - February 24, 2016 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“RMP” or the “Partnership”) today reported fourth quarter and full-year 2015 financial and operational results. Highlights to date include: • Fourth quarter average daily throughput of 703 MDt

February 24, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Commi

February 16, 2016 SC 13G

RMP / Rice Midstream Partners LP / Clearbridge Investments, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Rice Midstream Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 762819100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

February 5, 2016 424B3

Rice Midstream Partners LP 13,409,961 Common Units Representing Limited Partner Interests

424B3 1 d114284d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-207977 PROSPECTUS Rice Midstream Partners LP 13,409,961 Common Units Representing Limited Partner Interests This prospectus covers the offer and sale of 13,409,961 common units representing limited partner interests of Rice Midstream Partners LP by the selling unitholders identified on pages 9 a

February 5, 2016 SC 13G/A

RMP / Rice Midstream Partners LP / Harvest Fund Advisors LLC - SCHEDULE 13G/A Passive Investment

Harvest Fund Advisors LLC SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) (Date of Event which Requires Filing of

February 4, 2016 SC 13G/A

Rice Midstream Partners SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RICE MIDSTREAM PARTNERS LP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 762819100 (CUSIP Number) 12/31/2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 2, 2016 CORRESP

Rice Midstream Partners ESP

CORRESP Rice Midstream Partners LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 February 2, 2016 By EDGAR Mara L.

January 29, 2016 POS AM

Rice Midstream Partners POS AM

POS AM Table of Contents As filed with the Securities and Exchange Commission on January 29, 2016.

January 22, 2016 S-3

Rice Midstream Partners S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 22, 2016.

January 22, 2016 EX-12.1

Rice Midstream Partners LP Computation of Ratio of Earnings to Fixed Charges

EX-12.1 Exhibit 12.1 Rice Midstream Partners LP Computation of Ratio of Earnings to Fixed Charges The table below sets forth our ratio of earnings to fixed charges for the periods indicated. Nine Months Ended September 30, 2015 Year Ended December 31, 2014 2013 2012 Pre-tax income (loss) from continuing operations $ 45,770 $ (44,248 ) $ (9,012 ) $ (3,128 ) Fixed charges 2,667 13,973 3,804 348 Inte

January 15, 2016 8-K

Rice Midstream Partners 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2016 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Co

January 15, 2016 EX-10.1

First Amendment to Credit Agreement, dated as of January 13, 2016, by and among Rice Midstream Partners LP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto (incorporated by reference to Exhibit 10.1 of the Partnership’s Current Report on Form 8-K (File No. 801-36789) filed with the Commission on January 15, 2016).

EX-10.1 2 d119068dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 13, 2016, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Party Hereto WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner FIRST AMENDMEN

December 7, 2015 424B3

Rice Midstream Partners LP 13,409,961 Common Units Representing Limited Partner Interests

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-207977 PROSPECTUS Rice Midstream Partners LP 13,409,961 Common Units Representing Limited Partner Interests This prospectus covers the offer and sale of 13,409,961 common units representing limited partner interests of Rice Midstream Partners LP by the selling unitholders identified on page 13 of this prospectus. We will

November 13, 2015 8-K

Rice Midstream Partners 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2015 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (C

November 13, 2015 EX-4.1

Registration Rights Agreement, dated as of November 10, 2015, by and among Rice Midstream Partners LP and the Purchasers named on Schedule A thereto (incorporated by reference to Exhibit 4.1 of the Partnership’s Registration Statement on Form S-1 (File No. 333-207977) filed with the Commission on November 13, 2015).

EX-4.1 2 d42070dex41.htm EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG RICE MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 3 ARTICLE II REGISTRATION RIGHTS 3 Section 2.01 Registration 3 Section 2.02 Piggyback Rights 5 Section 2.03 Delay Rights 7 Section 2.04

November 13, 2015 EX-21.1

LIST OF SUBSIDIARIES OF RICE MIDSTREAM PARTNERS LP Name of Subsidiary Jurisdiction of Organization Rice Poseidon Midstream LLC Delaware Rice Midstream OpCo LLC Delaware Rice Water Services (OH) LLC Delaware Rice Water Services (PA) LLC Delaware

EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF RICE MIDSTREAM PARTNERS LP Name of Subsidiary Jurisdiction of Organization Rice Poseidon Midstream LLC Delaware Rice Midstream OpCo LLC Delaware Rice Water Services (OH) LLC Delaware Rice Water Services (PA) LLC Delaware

November 13, 2015 EX-99.1

EXPLANATORY NOTE

Exhibit EXPLANATORY NOTE On November 4, 2015, Rice Midstream Partners LP (the “Partnership”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership and Rice Energy Inc.

November 13, 2015 S-1

Rice Midstream Partners S-1

S-1 1 d42070ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rice Midstream Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 4922 47-1557755 (State or other ju

November 5, 2015 EX-2.1

Purchase and Sale Agreement, dated as of November 4, 2015, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 2.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on November 5, 2015).

EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of November 4, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II CONVEYANCES, ACKNOWLEDGMENTS AND DISTRIBUTIONS 10 2.1 Conveyances 10 2.2 Consideration 10 2.3 Earn-Out Payments 10 2.4 Transfer Taxes 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF RICE 13

November 5, 2015 EX-10.1

COMMON UNIT PURCHASE AGREEMENT by and among RICE MIDSTREAM PARTNERS LP THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE Section 2.1 Sale and Purchase

EX-10.1 Exhibit 10.1 COMMON UNIT PURCHASE AGREEMENT by and among RICE MIDSTREAM PARTNERS LP and THE PURCHASERS NAMED ON SCHEDULE A HERETO TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE Section 2.1 Sale and Purchase 6 Section 2.2 Closing 6 Section 2.3 Mutual Conditions 7 Section 2.4 Each Purchaser?s Conditions 7 Section 2.5 The Partnershi

November 5, 2015 EX-10.2

Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling D LLC and Rice Water Services (PA) LLC.

Exhibit 10.2 Execution Version AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND BETWEEN RICE DRILLING B LLC AND RICE WATER SERVICES (PA) LLC DATED AS OF November 4, 2015 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 PRODUCER COMMITMENTS 7 Section 2.1 Producer Commitments 7 Section 2.2 Producer Take Points 8 Section 2.3 Covenant Running with the Land 8 ARTICLE 3 SERVICES; WATER FACILITIES

November 5, 2015 EX-10.3

Amended and Restated Water Services Agreement, dated as of November 4, 2015, by and between Rice Drilling B LLC and Rice Water Services (OH) LLC.

EX-10.3 Exhibit 10.3 Execution Version AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND BETWEEN RICE DRILLING D LLC AND RICE WATER SERVICES (OH) LLC DATED AS OF November 4, 2015 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 ARTICLE 2 PRODUCER COMMITMENTS 8 Section 2.1 Producer Commitments 8 Section 2.2 Producer Take Points 8 Section 2.3 Covenant Running with the Land 8 ARTICLE 3 SERVICES; WATER FA

November 5, 2015 8-K

Rice Midstream Partners FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2015 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or other jurisdiction of incorporation

August 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2015 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation)

August 6, 2015 EX-99.1

Rice Midstream Partners LP Reports Second Quarter 2015 Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners LP Reports Second Quarter 2015 Results CANONSBURG, Pa., August 6, 2015 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“the Partnership”) today reported second quarter 2015 financial and operational results. Highlights for the quarter include: • Second quarter average daily throughput of 655 MDth/d, an 18% increase relative

August 5, 2015 EX-24

EX-24

POWER OF ATTORNEY FOR EXECUTING FORMS 3, FORMS 4, AND FORMS 5 The undersigned hereby constitutes and appoints Daniel J.

June 9, 2015 SC 13G/A

RMP / Rice Midstream Partners LP / OPPENHEIMER FUNDS INC - FORM 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Rice Midstream Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 762819100 (CUSIP Number) 05/31/2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

May 8, 2015 SC 13G

RMP / Rice Midstream Partners LP / Harvest Fund Advisors LLC - FORM SC 13G Passive Investment

SC 13G 1 sched13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RICE MIDSTREAM PARTNERS LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 762819100 (CUSIP Number) (Date of Event which Requires Filing of this Statement) Check the app

May 7, 2015 EX-99.1

Rice Midstream Partners LP Reports First Quarter 2015 Results

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners LP Reports First Quarter 2015 Results CANONSBURG, Pa., May 7, 2015 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (?the Partnership?) today reported first quarter 2015 financial and operational results. Highlights for the quarter include: ? First quarter 2015 average daily throughput of 557 MDth/d, an 8% increase over fourth

May 7, 2015 8-K

Rice Midstream Partners 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2015 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Commiss

March 12, 2015 EX-99.1

Rice Midstream Partners LP Reports 2014 Results

EX-99.1 2 d887839dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rice Midstream Partners LP Reports 2014 Results CANONSBURG, Pa., March 12, 2015 /PRNewswire/ - Rice Midstream Partners LP (NYSE: RMP) (“the Partnership”) today reported fourth quarter 2014 financial and operational results. 2014 Highlights: • Completed $474 million IPO of 28.75 million units at a price of $16.50 per common unit

March 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2015 RICE MIDSTREAM PARTNERS LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation) (Comm

January 30, 2015 SC 13G

RMP / Rice Midstream Partners LP / OPPENHEIMER FUNDS INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rice Midstream Partners LP (Name of Issuer) Common Units (Title of Class of Securities) 762819100 (CUSIP Number) 12/31/2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

December 23, 2014 SC 13D

RMP / Rice Midstream Partners LP / Rice Energy Inc. - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

December 22, 2014 EX-1.1

RICE MIDSTREAM PARTNERS LP 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version RICE MIDSTREAM PARTNERS LP 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT December 16, 2014 BARCLAYS CAPITAL INC. As Representative of the several Underwriters named in Schedule I attached hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Rice Midstream Partners LP, a Delawa

December 22, 2014 EX-10.6

Credit Agreement, dated as of December 22, 2014, by and among Rice Midstream Partners LP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, certain lenders party thereto and the other parties thereto (incorporated by reference to Exhibit 10.6 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).

EX-10.6 Exhibit 10.6 Execution Version CREDIT AGREEMENT dated as of December 22, 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCO

December 22, 2014 EX-10.3

Gas Gathering and Compression Agreement, dated as of December 22, 2014, by and among Rice Drilling B LLC, RM Partners LP (formerly known as Rice Midstream Partners, LP) and Alpha Shale Resources LP.

EX-10.3 Exhibit 10.3 EXECUTION VERSION GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF DECEMBER 22, 2014 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 PRODUCER COMMITMENTS 7 Section 2.1 Producer’s Dedication 7 Section 2.

December 22, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 16, 2014 Rice Midstream Partners LP (Exact name of registrant as specified in its charter) Delaware 001-36789 47-1557755 (State or Other Jurisdiction of Incorporation or

December 22, 2014 EX-3.2

Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014 (incorporated by reference to Exhibit 3.2 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).

EX-3.2 Exhibit 3.2 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 4 ARTICLE II ORGANIZATION Section 2.1 Formation 4 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 4 Section 2.4 Purpose and Busine

December 22, 2014 EX-3.1

Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated as of December 22, 2014 (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 24 ARTICLE II ORGANIZATION Section 2.1 Formation 25 Section 2.2 Name 25 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 25 Section 2.4 Purpose and Business 26 Section 2.5 Po

December 22, 2014 EX-10.5

Registration Rights Agreement, dated as of December 22, 2014, by and between Rice Midstream Holdings LLC and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.5 of the Partnership’s Current Report on Form 8-K (File No. 001-36789) filed with the Commission on December 22, 2014).

EX-10.5 Exhibit 10.5 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2014, by and between Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”). WHEREAS, this Agreement is made in connection

December 22, 2014 EX-10.2

OMNIBUS AGREEMENT RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC RICE POSEIDON MIDSTREAM LLC

EX-10.2 Exhibit 10.2 Execution Version OMNIBUS AGREEMENT among RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLC This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Rice Energy Inc., a Delaware corporation (“Rice”), Rice Midstream Holdings LLC,

December 22, 2014 EX-10.1

CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC RICE MIDSTREAM PARTNERS LP DATED AS OF DECEMBER 22, 2014 CONTRIBUTION AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF DECEMBER 22, 2014 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of December 22, 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited lia

December 22, 2014 EX-10.7

EMPLOYEE SECONDMENT AGREEMENT

EX-10.7 Exhibit 10.7 Execution Version EMPLOYEE SECONDMENT AGREEMENT This Employee Secondment Agreement (this “Agreement”), effective as of December 22, 2014 (the “Effective Date”), is entered into by and among Rice Energy Inc. (“Rice Energy”), and Rice Midstream Partners LP (the “MLP”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.” RECITALS: WHEREAS,

December 19, 2014 EX-4.3

Rice Midstream Partners LP 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 of the Partnership’s Registration Statement on Form S-8 (File No. 333-201169) filed with the Commission on December 19, 2014).

EX-4.3 EXHIBIT 4.3 RICE MIDSTREAM PARTNERS LP 2014 LONG TERM INCENTIVE PLAN Section 1. Purpose of the Plan. The Rice Midstream Partners LP 2014 Long Term Incentive Plan (the “Plan”) has been adopted on December 15, 2014 (the “Effective Date”) by Rice Midstream Management LLC, a Delaware limited liability company, the general partner (“General Partner”) of Rice Midstream Partners LP, a Delaware lim

December 19, 2014 EX-4.5

Form of Phantom Unit Agreement- Cash Settled under the Rice Midstream Partners LP 2014 Long- Term Incentive Plan (incorporated by reference to Exhibit 4.5 of the Partnership’s Registration Statement on Form S-8 (File No. 333-201169) filed with the Commission on December 19, 2014).

EX-4.5 4 d840369dex45.htm EX-4.5 EXHIBIT 4.5 RICE MIDSTREAM PARTNERS LP 2014 LONG TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT (Cash Settled) This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). This Agreement is effective as of the day

December 19, 2014 S-8

RMP / Rice Midstream Partners LP S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on December 19, 2014 Registration No.

December 19, 2014 EX-4.4

Form of Phantom Unit Agreement- Equity Settled under the Rice Midstream Partners LP 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 of the Partnership’s Registration Statement on Form S-8 (File No. 333-201169) filed with the Commission on December 19, 2014).

EX-4.4 EXHIBIT 4.4 RICE MIDSTREAM PARTNERS LP 2014 LONG TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT (Equity Settled) This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). This Agreement is effective as of the day of , 20 (the “Date of Gr

December 18, 2014 424B4

Rice Midstream Partners LP 25,000,000 Common Units Representing Limited Partner Interests

424B4 Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(4) Registration No.

December 16, 2014 8-A12B

RMP / Rice Midstream Partners LP 8-A12B - - 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rice Midstream Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 47-1557755 (State or incorporation or organization) (I.R.S. Employer Identification No.) 400 Wood

December 12, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP December 12, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 12, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP Rice Midstream Partners LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 December 12, 2014 By Facsimile and EDGAR Mara L.

December 8, 2014 EX-99.1

Consent of Director Nominee

EX-99.1 7 d794908dex991.htm EX-99.1 Exhibit 99.1 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Rice Midstream Partners LP, the undersigned hereby consents to being named and described as a director nominee of

December 8, 2014 S-1/A

RMP / Rice Midstream Partners LP S-1/A - - S-1/A

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on December 8, 2014 Registration No.

December 4, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

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December 4, 2014 S-1/A

RMP / Rice Midstream Partners LP S-1/A - - S-1/A

S-1/A As filed with the Securities and Exchange Commission on December 4, 2014 Registration No.

December 4, 2014 EX-10.2

OMNIBUS AGREEMENT RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC RICE POSEIDON MIDSTREAM LLC

EX-10.2 Exhibit 10.2 OMNIBUS AGREEMENT among RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLC This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Rice Energy Inc., a Delaware corporation (“Rice”), Rice Midstream Holdings LLC, a Delaware limite

December 4, 2014 EX-10.7

EMPLOYEE SECONDMENT AGREEMENT

Exhibit 10.7 EMPLOYEE SECONDMENT AGREEMENT This Employee Secondment Agreement (this “Agreement”), effective as of , 2014 (the “Effective Date”), is entered into by and among Rice Energy Inc. (“Rice Energy”), and Rice Midstream Partners LP (the “MLP”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.” RECITALS: WHEREAS, the MLP will own, as of the Effective

December 4, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

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December 4, 2014 EX-10.3

GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, RICE MIDSTREAM PARTNERS LP ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF [ ] TABLE OF CONTENTS ARTICLE 1 DEFI

EX-10.3 Exhibit 10.3 GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF [ ] TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 PRODUCER COMMITMENTS 7 Section 2.1 Producer’s Dedication 7 Section 2.2 Conflicting Dedications 7 Sect

December 4, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

EXHIBIT B Additional Changed Pages to be Included in Amendment No. 3

December 4, 2014 EX-10.5

REGISTRATION RIGHTS AGREEMENT

EX-10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [—], 2014, by and between Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”). WHEREAS, this Agreement is made in connection with the transactions cont

December 4, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP RICE MIDSTREAM PARTNERS LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 December 4, 2014 Mara L.

December 4, 2014 EX-1.1

RICE MIDSTREAM PARTNERS LP [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 RICE MIDSTREAM PARTNERS LP [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT [—], 2014 BARCLAYS CAPITAL INC. As Representative of the several Underwriters named in Schedule I attached hereto c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Rice Midstream Partners LP, a Delaware limited partnership (the “Part

December 4, 2014 EX-10.6

CREDIT AGREEMENT dated as of December [ ], 2014, RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, The Lenders and Other Parties Party Hereto WELLS FARGO SECURITIES

EX-10.6 Exhibit 10.6 CREDIT AGREEMENT dated as of December [ ], 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1

December 4, 2014 EX-10.1

CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC RICE MIDSTREAM PARTNERS LP DATED AS OF [—], 2014 CONTRIBUTION AGREEMENT

EX-10.1 Exhibit 10.1 CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF [—], 2014 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of [—], 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”), Ric

November 26, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

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November 26, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP RICE MIDSTREAM PARTNERS LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 November 26, 2014 Mara L.

November 25, 2014 EX-10.4

RICE MIDSTREAM PARTNERS LP 2014 LONG TERM INCENTIVE PLAN

EX-10.4 Exhibit 10.4 RICE MIDSTREAM PARTNERS LP 2014 LONG TERM INCENTIVE PLAN Section 1. Purpose of the Plan. The Rice Midstream Partners LP 2014 Long Term Incentive Plan (the “Plan”) has been adopted on (the “Effective Date”) by Rice Midstream Management LLC, a Delaware limited liability company, the general partner (“General Partner”) of Rice Midstream Partners LP, a Delaware limited partnership

November 25, 2014 S-1/A

RMP / Rice Midstream Partners LP S-1/A - - S-1/A

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on November 24, 2014 Registration No.

November 25, 2014 EX-3.4

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE MIDSTREAM MANAGEMENT LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 4 ARTICLE II ORGANIZATION Section 2.1 Formation 4 Section 2.2 Name 4 Sec

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 4 ARTICLE II ORGANIZATION Section 2.1 Formation 4 Section 2.2 Name 4 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 4 Section 2.4 Purpose and Business 4 Section 2.5 P

November 25, 2014 EX-21.1

LIST OF SUBSIDIARIES OF RICE MIDSTREAM PARTNERS LP Name of Subsidiary Jurisdiction of Organization Rice Poseidon Midstream LLC Delaware Rice Midstream OpCo LLC Delaware

EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF RICE MIDSTREAM PARTNERS LP Name of Subsidiary Jurisdiction of Organization Rice Poseidon Midstream LLC Delaware Rice Midstream OpCo LLC Delaware

November 24, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP RICE MIDSTREAM PARTNERS LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 November 24, 2014 Mara L.

November 6, 2014 CORRESP

RMP / Rice Midstream Partners LP CORRESP - -

CORRESP RICE MIDSTREAM PARTNERS LP 400 Woodcliff Drive Canonsburg, Pennsylvania 15317 November 6, 2014 Mara L.

November 6, 2014 S-1

RMP / Rice Midstream Partners LP S-1 - Registration Statement - FORM S-1

Form S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on November 6, 2014 Registration No.

October 3, 2014 EX-3.3

Certificate of Formation of Rice Midstream Management LLC (incorporated by reference to Exhibit 3.3 of the Partnership’s Confidential Draft Submission No. 1 Registration Statement on Form S-1 (File No. 377-00804) filed with the Commission on October 3, 2014).

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF RICE MIDSTREAM MANAGEMENT LLC This Certificate of Formation, dated July 30, 2014, has been duly executed and is filed pursuant to Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the Company is “Rice Midstream Management LLC”. 2.

October 3, 2014 EX-3.1

CERTIFICATE OF LIMITED PARTNERSHIP RICE MIDSTREAM PARTNERS LP

EX-3.1 Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP This Certificate of Limited Partnership, dated July 30, 2014, has been duly executed and is filed pursuant to Sections 17-201 and 17-204 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership (the “Partnership”) under the Act. 1. Name. The name of the Partnership is “Rice

October 3, 2014 DRS

RMP / Rice Midstream Partners LP DRS - -

DRS Table of Contents Index to Financial Statements SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON OCTOBER 2, 2014 As filed with the Securities and Exchange Commission on , 2014 Registration No.

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