SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HITE Hedge Asset Management LLC

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Falcon Minerals Corp [ FLMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2019
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 06/28/2019 S 52,944 D $8.4 180,425 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HITE Hedge Asset Management LLC

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE Energy LP

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE Hedge LP

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE MLP Caymans Ltd.

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE MLP LP

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE HEDGE OFFSHORE, LTD.

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HITE Hedge QP LP

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Jampel James M

(Last) (First) (Middle)
300 CROWN COLONY DR
SUITE 108

(Street)
QUINCY MA 02169

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 amendment is filed solely to attach a Power of Attorney exhibit and does not amend any of the line items from the originally filed Form 4. This line item, which reports information with respect to a sale of shares by HITE Energy LP and that was initially reported on the originally filed Form 4, is being re-reported for the sole purpose of gaining access to the filing system.
2. HITE Hedge Asset Management LLC may be deemed the indirect beneficial owner of these shares as a result of its role as investment adviser to the seller. James M. Jampel may be deemed the indirect beneficial owner of these shares as a result of his serving as Managing Member of HITE Hedge Asset Management LLC. After giving effect to all of the sales reflected in the Form 4 being amended hereby, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 5,896,033 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein.
Remarks:
Power of Attorney is attached hereto as Exhibit 24. A portion of the shares of Class A Common Stock that were sold on June 28, 2019 by the reporting persons and reported in the originally filed Form 4 were, under Section 16(b) of the Securities Exchange Act of 1934, matchable with purchases made by the reporting persons during the preceding six months. The reporting persons have undertaken to voluntarily disgorge to the issuer the Section 16(b) profit that resulted from such matchable transactions.
HITE Hedge Asset Management LLC, By: /s/ James M. Jampel, Managing Member 07/09/2019
HITE Energy LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
HITE MLP Caymans Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
HITE MLP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
HITE Hedge Offshore, Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 07/09/2019
/s James M. Jampel 07/09/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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