CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Shalennial
Fund I, L.P. |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
Delaware |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0%
|
14. |
Type
of reporting person |
|
PN |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Shalennial
GP I, L.P. |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
Delaware |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
PN |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Rice
Investment Group, L.P. |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
Delaware |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
PN |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Rice
Investment Group UGP, LLC |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
Delaware |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
OO |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Daniel
J. Rice, IV |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
United
States |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
IN |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Nicholas
Stork |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
United
States |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
IN |
CUSIP
No. 03940F 103
1. |
Name
of reporting person |
|
Richard
Walton |
2. |
Check
the appropriate box if a member of a group |
|
(a)
☐ (b) ☒
|
3. |
SEC
use only
|
4. |
Source
of funds (See Instructions) |
|
OO |
5. |
Check if
disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
☐
|
6. |
Citizenship
or place of organization |
|
United
States |
Number
of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole
voting power |
|
0 |
8. |
Shared
voting power |
|
0 |
9. |
Sole
dispositive power |
|
0 |
10. |
Shared
dispositive power |
|
0 |
11. |
Aggregate
amount beneficially owned by each reporting person |
|
0 |
12. |
Check
if the aggregate amount in Row (11) excludes certain shares |
☐
|
13. |
Percent
of class represented by amount in Row (11) |
|
0% |
14. |
Type
of reporting person |
|
IN |
This
Amendment No. 4 amends and supplements the Schedule 13D filed on September 27, 2021, as previously amended on May 13, 2022, September
19, 2022 and October 18, 2022 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No.
4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment
No. 4 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.
Interest in Securities of the Issuer
Item
5 of the Schedule 13D is amended and restated as follows:
(a)-(b)
Each Reporting Person beneficially owns zero shares of Class A Common Stock.
(c)
On December 28, 2022, the Mergers were completed in accordance with the Merger Agreement. Pursuant to the Merger Agreement, Merger
Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent,
and Opco Merger Sub merged with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent.
Class
A Common Stock and Class B Common Stock
At
the Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, (i) each share of Class A Common Stock
that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Class A Common Stock held by
the Issuer as treasury stock or owned by Parent, Merger Sub, Opco Merger Sub or any other subsidiaries thereof, or any shares of Class
A Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically canceled,
extinguished and converted into the right to receive the Per Share Price, (ii) each share of Class A Common Stock held by the Issuer
as treasury stock or owned by Parent, Merger Sub, Opco Merger Sub or any other subsidiaries thereof, in each case, as of immediately
prior to the Effective Time, was automatically canceled and extinguished without conversion thereof or consideration paid therefor and
(iii) each share of Class B Common Stock was automatically canceled and extinguished without any conversion thereof or consideration
paid therefor.
Opco
Class A Units
At
the Opco Merger Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, (i) each Opco Class A
Unit held by a holder other than the Issuer or any of its subsidiaries issued and outstanding as of immediately prior to the Opco Merger
Effective Time was automatically canceled, extinguished and converted into the right to receive cash in an amount equal to the Per Share
Price and (ii) each Opco Class A Unit held by the Issuer or any of its subsidiaries immediately prior to the Opco Merger Effective Time
became an equivalent number of limited liability company interests of the surviving Opco held by the Issuer, as the surviving corporation
in the Issuer Merger.
Equity
Awards
At
the Effective Time, each award of restricted stock units of the Issuer (“RSUs”) that was outstanding and vested as of immediately
prior to the Effective Time and each RSU that was held by a non-employee director of the Issuer immediately prior to the Effective Time,
and each award of performance-based restricted stock units of the Issuer (“PSUs”) that was outstanding and vested as of immediately
prior to the Effective Time (“Vested RSUs” and “Vested PSUs,” respectively) and, with respect to each holder
of RSUs or PSUs, 50% of such holder’s RSUs and such holder’s PSUs that were outstanding and unvested as of immediately prior
to the Effective Time (“Deemed Vested RSUs” and “Deemed Vested PSUs,” respectively) were, in each case, automatically
cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal
to the product of (i) the Per Share Price and (ii) the total number of shares of Class A Common Stock subject to such Vested RSU or Deemed
Vested RSU or such Vested PSU or Deemed Vested PSU (with Deemed Vested PSUs being deemed achieved at maximum performance), respectively,
as of immediately prior to the Effective Time.
Each
award of RSUs and PSUs that was outstanding as of immediately prior to the Effective Time that is not a Vested RSU or Deemed Vested RSU
(an “Unvested RSU”) or a Vested PSU or Deemed Vested PSU (an “Unvested PSU”), respectively, was, in each case,
automatically, at the Effective Time, cancelled and converted into an award representing the right to receive an amount in cash (without
interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares
of Class A Common Stock subject to such Unvested RSU or Unvested PSU (with Unvested PSUs being deemed achieved at maximum performance),
respectively, as of immediately prior to the Effective Time (a “Deferred Cash RSU Award” or “Deferred Cash PSU Award,”
respectively). Each Deferred Cash RSU Award or Deferred Cash PSU Award will, subject to the holder’s continued service with Parent
or its affiliates through the applicable vesting dates, generally vest and be payable on the earlier of (A) the same time as the RSU
or PSU for which the Deferred Cash RSU Award or Deferred Cash PSU Award, respectively, was exchanged would have vested and been payable
pursuant to its service-based vesting schedule and (B) the first anniversary of the date of the Effective Time.
Warrants
Immediately following the Opco Merger Effective Time,
each of the Issuer’s warrants were redeemed for cash in accordance with the terms of the Warrant Agreement, dated as of October
21, 2020 (the “Warrant Agreement”), by and between the Issuer (formerly known as Rice Acquisition Corp.), Opco (formerly known
as Rice Acquisition Holdings LLC) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), as amended by
Amendment No. 1 to Warrant Agreement, dated as of October 16, 2022, by and between the Issuer, Opco and the Warrant Agent, pursuant to
which, immediately following the Opco Merger Effective Time, each warrant that was issued and outstanding immediately prior to the Effective
Time was automatically redeemed for the right to receive an amount, in cash, equal to (i) the Per Share Price minus (ii) the Warrant Price
(as defined in the Warrant Agreement) as reduced pursuant to the calculation provided in Section 4.4 of the Warrant Agreement, without
interest.
As
a result of the Mergers, none of the Reporting Persons beneficially owns any securities of the Issuer.
(d)
Not applicable.
(e)
On December 28, 2022, and as a result of the Mergers, each of the Reporting Persons ceased to be a beneficial owner of more than
five percent of the Class A Common Stock.
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in
this statement is true, complete and correct.
Date:
December 28, 2022
|
SHALENNIAL FUND I, L.P. |
|
|
|
By: |
Shalennial GP I, L.P., |
|
|
its general partner |
|
|
|
By: |
Rice Investment Group UGP, LLC, |
|
|
its general partner |
|
|
|
By: |
/s/
Daniel J. Rice, IV |
|
Name: |
Daniel J. Rice, IV |
|
Title: |
Managing Member |
|
|
|
SHALENNIAL
GP I, L.P. |
|
|
|
By: |
Rice Investment Group UGP, LLC, |
|
|
its general partner |
|
|
|
By: |
/s/
Daniel J. Rice, IV |
|
Name: |
Daniel J. Rice, IV |
|
Title: |
Managing Member |
|
|
|
Rice
Investment Group, L.P. |
|
|
|
By: |
Rice Investment Group UGP, LLC, |
|
|
its general partner |
|
|
|
By: |
/s/
Daniel J. Rice, IV |
|
Name: |
Daniel J. Rice, IV |
|
Title: |
Managing Member |
|
|
|
Rice
Investment Group UGP, LLC |
|
|
|
By: |
/s/
Daniel J. Rice, IV |
|
Name: |
Daniel J. Rice, IV |
|
Title: |
Managing Member |
|
|
|
DANIEL
J. RICE, IV |
|
|
|
/s/
Daniel J. Rice, IV |
|
|
|
nicholas
stork |
|
|
|
/s/
Nicholas Stork |
|
|
|
RICHARD
WALTON |
|
|
|
/s/
Richard Walton |
[Signature
Page to Schedule 13D (Amendment No. 4)]