Form SC 13G/A RATTLER MIDSTREAM LP Filed by: HITE Hedge Asset Management LLC

February 19, 2021 9:00 AM EST

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO.  1)*

Rattler Midstream LP
(Name of Issuer)

Common units representing limited partner interests
(Title of Class of Securities)

75419T103
(CUSIP Number)

December 31, 2020
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[X]
Rule 13d-1(b)


[   ]
Rule 13d-1(c)


[   ]
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of such Act but shall be subject to all other provisions of such Act.


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE Hedge Asset Management LLC
 
 
2
CHECK THE APPRO`PRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0*
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*`
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%**
 
 
12
TYPE OF REPORTING PERSON
IA
 
 
*
Comprised of common units representing limited partner interests held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser
 
 
**
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.

2


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
James M. Jampel
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0*
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%**
 
12
TYPE OF REPORTING PERSON
IN
 
 


*
Comprised of common units representing limited partner interests held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
 
 
**
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020

3


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE Hedge LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
 
12
TYPE OF REPORTING PERSON
PN
 
 
*
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
4


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE MLP LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
 
12
TYPE OF REPORTING PERSON
PN
 
 
*
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
5


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE Hedge QP LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
 
12
TYPE OF REPORTING PERSON
PN
 
 
*
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
6



CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE Energy LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
 
12
TYPE OF REPORTING PERSON
PN
 
 
*
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
7


CUSIP No. 75419T103
 
1
NAME OF REPORTING PERSONS
HITE Hedge Offshore Ltd.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒
(b) ☐
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
0
 
 
6
SHARED VOTING POWER
0
 
 
7
SOLE DISPOSITIVE POWER
0
 
 
8
SHARED DISPOSITIVE POWER
0
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
 
12
TYPE OF REPORTING PERSON
CO
 
 
*
Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
8

Item 1(a). Name of Issuer:
 
 

Rattler Midstream LP
 
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
 
 
500 West Texas, Suite 1200
Midland, TX 79701
 
 
Item 2(a). Name of Person Filing:
   
 
This Schedule 13G is filed by:
HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE MLP LP
HITE Hedge QP LP
HITE Energy LP
HITE Hedge Offshore Ltd.
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each Reporting Person is:
300 Crown Colony Drive
Suite 108
Quincy, MA 02169
   
Item 2(c). Citizenship:
   
 
HITE Hedge Asset Management LLC is a Delaware limited liability company
James M. Jampel is a citizen of the United States
HITE Hedge LP is a Delaware limited partnership
HITE MLP LP is a Delaware limited partnership
HITE Hedge QP LP is a Delaware limited partnership
HITE Energy LP is a Delaware limited partnership
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
Item 2(d). Title of Class of Securities:
   
 
Common units representing limited partner interests
Item 2(e). CUSIP Number:
   
  75419T103
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  (a)
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b)
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c)
☐  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

9


  (d)
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
  (e)
☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
     
  (f)
☐ An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
     
  (g)
☐ A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
     
  (h)
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
  (i)
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
  (j)
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
  (k)
☒ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
 
 

Item 4.
Ownership.
   
  (a)
Amount beneficially owned:
       
   (b)
HITE Hedge Asset Management LLC: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common units
  (b)
Percent of class:
     
   
HITE Hedge Asset Management LLC: 0%
James M. Jampel: 0%
HITE Hedge LP: 0%
HITE MLP LP: 0%
HITE Hedge QP LP: 0%
HITE Energy LP: 0%
HITE Hedge Offshore Ltd.: 0%
    Percentage ownership is based upon 44,006,657 common units representing limited partner interests outstanding as of October 30, 2020, as reported in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on November 5, 2020.
     
  (c)
Number of shares as to which the person has:
     
    (i)
Sole power to vote or to direct the vote: 0
       
    (ii)
Shared power to vote or to direct the vote:
       

10

     
HITE Hedge Asset Management LLC: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common units
 
(iii)
Sole power to dispose or to direct the disposition of: 0
       
    (iv)
Shared power to dispose or to direct the disposition of:
HITE Hedge Asset Management LLC: 0 common units
James M. Jampel: 0 common units
HITE Hedge LP: 0 common units
HITE MLP LP: 0 common units
HITE Hedge QP LP: 0 common units
HITE Energy LP: 0 common units
HITE Hedge Offshore Ltd.: 0 common units
 
Mr. Jampel disclaims beneficial ownership of the securities.
       
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not applicable.
Item 8.
Identification and Classification of Members of the Group.
   
 
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
Item 9.
Not applicable.
Item 10.
Certifications.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
11

 
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  February 18, 2020
 
HITE Hedge Asset Management LLC
 
 
 
 
By:
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Managing Member
 
 
 
  Individual
 
 
By:
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel
 
 
 
 
HITE Hedge LP
 
 
 
  By:
HITE Hedge Capital LP, its General Partner
     
    By:
HITE Hedge Capital LLC, its General Partner
       
      By:
/s/ James E. Conant, Attorney-in-Fact for 
James M. Jampel, Manager
         
 
HITE MLP LP
       
    By:
HITE Hedge Capital LP, its General Partner
         
      By:
HITE Hedge Capital LLC, its General Partner
         
        By:
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
           
  HITE Hedge QP LP
           
    By:
HITE Hedge Capital LP, its General Partner
           
      By:
HITE Hedge Capital LLC, its General Partner
           
     
By:
/s/ James E. Conant, Attorney-in-Fact for 
James M. Jampel, Manager
           
 
HITE Energy LP
           
    By:
HITE Hedge Capital LP, its General Partner
           
      By:
HITE Hedge Capital LLC, its General Partner

12


           
        By:
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
           
  HITE Hedge Offshore Ltd.
           
    By:
HITE Hedge Capital LP, its General Partner

      By:
HITE Hedge Capital LLC, its General Partner
           
        By:
/s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager
       
     


13

LIST OF EXHIBITS
Exhibit No.
 
Description
Group Members
 B Joint Filing Agreement

 



Exhibit A
Group Members

HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE MLP LP
HITE Hedge QP LP
HITE Energy LP
HITE Hedge Offshore Ltd.

Exhibit B
Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the common units representing limited partner interests of Rattler Midstream LP, a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 18, 2020.

HITE Hedge Asset Management LLC

By:  /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Managing Member

Individual

By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel

HITE Hedge LP

By:  HITE Hedge Capital LP, its General Partner

By:  HITE Hedge Capital LLC, its General Partner

By:  /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager

HITE MLP LP

By:  HITE Hedge Capital LP, its General Partner

By:  HITE Hedge Capital LLC, its General Partner

By:  /s/ James E. Conant, Attorney-in-Fact for 
James M. Jampel, Manager

HITE Hedge QP LP

By:  HITE Hedge Capital LP, its General Partner

By:  HITE Hedge Capital LLC, its General Partner

By:  /s/ James E. Conant, Attorney-in-Fact for 
James M. Jampel, Manager

HITE Energy LP

By:  HITE Hedge Capital LP, its General Partner


By:  HITE Hedge Capital LLC, its General Partner

By: /s/ James E. Conant, Attorney-in-Fact for 
James M. Jampel, Manager

HITE Hedge Offshore Ltd.

By:  HITE Hedge Capital LP, its General Partner

By:  HITE Hedge Capital LLC, its General Partner

By: /s/ James E. Conant, Attorney-in-Fact for
James M. Jampel, Manager



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