SEC FORM 4/A

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 DRIVE, SUITE 108

(Street)

QUINCY

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)
12/03/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/27/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	12/03/2018		P		190,070	A	$7.89	407,465	D⁽²⁾
Class A Common Stock⁽³⁾	12/14/2018		P		56,000	A	$7.25	942,933	D⁽²⁾
Class A Common Stock⁽⁴⁾	12/14/2018		P		48,000	A	$7.25	808,914	D⁽²⁾
Class A Common Stock⁽⁵⁾	12/14/2018		P		4,980	A	$7.33	85,858	D⁽²⁾
Class A Common Stock⁽⁶⁾	12/14/2018		P		96,000	A	$7.25	1,577,956	D⁽²⁾
Class A Common Stock⁽³⁾	12/21/2018		P		99,000	A	$7.5	1,041,933	D⁽²⁾
Class A Common Stock⁽⁴⁾	12/21/2018		P		83,000	A	$7.5	891,914	D⁽²⁾
Class A Common Stock⁽⁵⁾	12/21/2018		P		9,500	A	$7.3	9,535	D⁽²⁾
Class A Common Stock⁽⁶⁾	12/21/2018		P		165,500	A	$7.5	1,743,456	D⁽²⁾
Class A Common Stock⁽¹⁾	12/21/2018		P		38,500	A	$7.5	445,965	D⁽²⁾
Class A Common Stock⁽⁷⁾	12/21/2018		P		62,500	A	$7.5	732,667	D⁽²⁾
Class A Common Stock⁽⁸⁾	12/21/2018		P		8,500	A	$7.5	100,831	D⁽²⁾
Class A Common Stock⁽⁹⁾	12/21/2018		P		43,000	A	$7.5	496,852	D⁽²⁾
Class A Common Stock⁽⁵⁾	12/24/2018		P		9,785	A	$7.01	105,143	D⁽²⁾
Class A Common Stock⁽³⁾	12/24/2018		P		140,000	A	$7.05	1,181,933	D⁽²⁾
Class A Common Stock⁽⁶⁾	12/24/2018		P		240,000	A	$7.05	1,983,456	D⁽²⁾
Class A Common Stock⁽⁴⁾	12/24/2018		P		120,000	A	$7.05	1,011,914	D⁽²⁾
Class A Common Stock⁽³⁾	12/26/2018		P		76,620	A	$7.3	1,258,553	D⁽²⁾
Class A Common Stock⁽⁴⁾	12/26/2018		P		44,640	A	$7.3	1,056,554	D⁽²⁾
Class A Common Stock⁽⁵⁾	12/26/2018		P		14,641	A	$7.21	119,784	D⁽²⁾
Class A Common Stock⁽⁶⁾	12/26/2018		P		151,710	A	$7.3	2,135,166	D⁽²⁾
Class A Common Stock⁽¹⁾	12/26/2018		P		5,426	A	$7.3	451,391	D⁽²⁾
Class A Common Stock⁽⁷⁾	12/26/2018		P		8,950	A	$7.3	741,617	D⁽²⁾
Class A Common Stock⁽⁸⁾	12/26/2018		P		5,495	A	$7.3	106,326	D⁽²⁾
Class A Common Stock⁽⁹⁾	12/26/2018		P		27,855	A	$7.3	524,707	D⁽²⁾
Class A Common Stock⁽¹⁾	12/31/2018		P		12,454	A	$8.18	463,845	D⁽²⁾
Class A Common Stock⁽⁷⁾	12/31/2018		P		20,132	A	$8.18	761,749	D⁽²⁾
Class A Common Stock⁽⁸⁾	12/31/2018		P		2,795	A	$8.18	109,121	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

HITE Hedge Asset Management LLC

(Last)

(First)

(Middle)

300 CROWN COLONY DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 Advantage LP

(Last)

(First)

(Middle)

300 CROWN COLONY DRIVE, SUITE 108

(Street)

QUINCY

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 Advantage Caymans, Ltd.

(Last)

(First)

(Middle)

300 CROWN COLONY DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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 DRIVE, SUITE 108

(Street)

QUINCY

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. Shares purchased by HITE MLP Advantage Caymans Ltd.

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 purchaser. 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 purchases reflected in this Form 4 amendment, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 6,429,479 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein.

3. Shares purchased by HITE Hedge LP.

4. Shares purchased by HITE Hedge QP LP.

5. Shares purchased by HITE Energy LP.

6. Shares purchased by HITE Hedge Offshore Ltd.

7. Shares purchased by HITE MLP Advantage LP.

8. Shares purchased by HITE MLP Caymans Ltd.

9. Shares purchased by HITE MLP LP.

Remarks:

This Form 4 amendment is filed jointly by HITE Hedge Asset Management LLC, HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, HITE MLP Advantage Caymans Ltd., HITE MLP Caymans Ltd., HITE Hedge Offshore Ltd. and James M. Jampel to amend in their entirety the Form 4 filed on December 27, 2018, including the Form 4 amendments thereto filed on December 28, 2018 and January 4, 2019, by HITE Hedge Asset Management LLC. AS OF JANUARY 17, 2019, EACH OF THE FILING PERSONS IS A MEMBER OF A SECTION 13(d) GROUP THAT MAY BE DEEMED TO COLLECTIVELY OWN A TOTAL OF 6,429,479 SHARES OF CLASS A COMMON STOCK. Of those 6,429,479 shares, 463,845 are held directly by HITE MLP Advantage Caymans Ltd., 1,258,553 are held directly by HITE Hedge LP, 1,056,554 are held directly by HITE Hedge QP LP, 119,784 are held directly by HITE Energy LP, 2,135,166 are held directly by HITE Hedge Offshore Ltd., 761,749 are held directly by HITE MLP Advantage LP, 109,121 are held directly by HITE MLP Caymans Ltd., 524,707 are held directly by HITE MLP LP, and none are held directly by HITE Hedge Asset Management LLC or James M. Jampel.

	HITE Hedge Asset Management LLC, By: /s/ James M. Jampel, Managing Member	01/17/2019
	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	01/17/2019
	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	01/17/2019
	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	01/17/2019
	HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager	01/17/2019
	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	01/17/2019
	HITE MLP Advantage Caymans Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager	01/17/2019
	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	01/17/2019
	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	01/17/2019
	/s/ James M. Jampel	01/17/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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