0000898432-19-000044.txt : 20190110 0000898432-19-000044.hdr.sgml : 20190110 20190110163536 ACCESSION NUMBER: 0000898432-19-000044 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190110 DATE AS OF CHANGE: 20190110 GROUP MEMBERS: HITE HEDGE LP GROUP MEMBERS: HITE HEDGE OFFSHORE LTD. GROUP MEMBERS: HITE HEDGE QP LP GROUP MEMBERS: HITE MLP ADVANTAGE CAYMANS, LTD. GROUP MEMBERS: HITE MLP ADVANTAGE LP GROUP MEMBERS: HITE MLP CAYMANS LTD. GROUP MEMBERS: HITE MLP LP GROUP MEMBERS: JAMES M. JAMPEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Falcon Minerals Corp CENTRAL INDEX KEY: 0001703785 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 820820780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90055 FILM NUMBER: 19520581 BUSINESS ADDRESS: STREET 1: 1845 WALNUT STREET, 10TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215-832-4161 MAIL ADDRESS: STREET 1: 1845 WALNUT STREET, 10TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: Osprey Energy Acquisition Corp DATE OF NAME CHANGE: 20170413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HITE Hedge Asset Management LLC CENTRAL INDEX KEY: 0001568939 IRS NUMBER: 200345473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 617-928-5523 MAIL ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 SC 13G 1 sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13G*
Under the Securities Exchange Act of 1934


Falcon Minerals Corporation
(Name of Issuer)

Class A Common Stock, par value $0.0001
(Title of Class of Securities)

30607B109
(CUSIP Number)

December 31, 2018
(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. 30607B109
1
NAME OF REPORTING PERSONS
 
HITE Hedge Asset Management LLC
  
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
6,429,479*
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
6,429,479*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,429,479*
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0%**
  
12
TYPE OF REPORTING PERSON
IA
  
*
Comprised of common units held by 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., and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
**
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 2 -

CUSIP No. 30607B109
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
6,429,479*
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
6,429,479*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,429,479*
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.0%**
12
TYPE OF REPORTING PERSON
IN
  
*
Comprised of common units held by 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., and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.

**
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 3 -


CUSIP No. 30607B109
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
1,258,553
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
1,258,553
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,258,553
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%*
12
TYPE OF REPORTING PERSON
PN
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 4 -

CUSIP No. 30607B109
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
524,707
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
524,707
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
524,707
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%*
12
TYPE OF REPORTING PERSON
PN
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 5 -

CUSIP No. 30607B109
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
1,056,554
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
1,056,554
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,554
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%*
12
TYPE OF REPORTING PERSON
PN
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 6 -


CUSIP No. 30607B109
1
NAME OF REPORTING PERSONS
 
HITE MLP Advantage 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
761,749
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
761,749
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,749
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%*
12
TYPE OF REPORTING PERSON
PN
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 7 -


CUSIP No. 30607B109
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
119,784
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
119,784
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,784
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.3%*
12
TYPE OF REPORTING PERSON
PN
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 8 -

CUSIP No. 30607B109
1
NAME OF REPORTING PERSONS
 
HITE MLP Advantage Caymans 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
463,845
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
463,845
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,845
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%*
12
TYPE OF REPORTING PERSON
CO
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 9 -

CUSIP No. 30607B109
1
NAME OF REPORTING PERSONS
 
HITE MLP Caymans 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
109,121
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
109,121
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,121
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.2%*
12
TYPE OF REPORTING PERSON
CO
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 10 -

CUSIP No. 30607B109
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
2,135,166
  
7
SOLE DISPOSITIVE POWER
0
  
8
SHARED DISPOSITIVE POWER
2,135,166
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,135,166
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%*
12
TYPE OF REPORTING PERSON
CO
  
*
Percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
- 11 -
Item 1(a).
Name of Issuer:
   
 
Falcon Minerals Corporation
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
1845 Walnut Street, 10th Floor
 
Philadelphia, PA 19103
   
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 MLP Advantage LP
 
HITE Energy LP
 
HITE MLP Advantage Caymans Ltd.
 
HITE MLP Caymans Ltd.
 
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 MLP Advantage LP is a Delaware limited partnership
 
HITE Energy LP is a Delaware limited partnership
 
HITE MLP Advantage Caymans Ltd. is a Cayman Islands exempted company
 
HITE MLP Caymans Ltd. is a Cayman Islands exempted company
 
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
   
Item 2(d).
Title of Class of Securities:
   
 
Class A Common Stock, par value $0.0001.
   
Item 2(e).
CUSIP Number:
   
 
30607B109
 
- 12 -
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);
       
 
(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:
   
HITE Hedge Asset Management LLC: 6,429,479 shares
   
James M. Jampel: 6,429,479 shares
   
HITE Hedge LP: 1,258,553 shares
   
HITE MLP LP: 524,707 shares
   
HITE Hedge QP LP: 1,056,554 shares
   
HITE MLP Advantage LP: 761,749 shares
   
HITE Energy LP: 119,784 shares
   
HITE MLP Advantage Caymans Ltd.: 463,845 shares
   
HITE MLP Caymans Ltd.: 109,121 shares
   
HITE Hedge Offshore Ltd.: 2,135,166 shares
 
- 13 -
 
(b)
Percent of class:
   
HITE Hedge Asset Management LLC: 14.0%
   
James M. Jampel: 14.0%
   
HITE Hedge LP: 2.7%
   
HITE MLP LP: 1.1%
   
HITE Hedge QP LP: 2.3%
   
HITE MLP Advantage LP: 1.7%
   
HITE Energy LP: .3%
   
HITE MLP Advantage Caymans Ltd.: 1.0%
   
HITE MLP Caymans Ltd.: .2%
   
HITE Hedge Offshore Ltd.: 4.7%
     
 
The percentage ownership is based upon 45,855,000 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 11, 2018, as reported in the Issuer’s proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on November 16, 2018.
   
 
(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:
     
HITE Hedge Asset Management LLC: 6,429,479 shares
     
James M. Jampel: 6,429,479 shares
     
HITE Hedge LP: 1,258,553 shares
     
HITE MLP LP: 524,707 shares
     
HITE Hedge QP LP: 1,056,554 shares
     
HITE MLP Advantage LP: 761,749 shares
     
HITE Energy LP: 119,784 shares
     
HITE MLP Advantage Caymans Ltd.: 463,845 shares
     
HITE MLP Caymans Ltd.: 109,121 shares
     
HITE Hedge Offshore Ltd.: 2,135,166 shares
       
   
(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: 6,429,479 shares
     
James M. Jampel: 6,429,479 shares
     
HITE Hedge LP: 1,258,553 shares
     
HITE MLP LP: 524,707 shares
     
HITE Hedge QP LP: 1,056,554 shares
     
HITE MLP Advantage LP: 761,749 shares
     
HITE Energy LP: 119,784 shares
     
HITE MLP Advantage Caymans Ltd.: 463,845 shares
     
HITE MLP Caymans Ltd.: 109,121 shares
     
HITE Hedge Offshore Ltd.: 2,135,166 shares
       
 
Mr. Jampel disclaims beneficial ownership of the securities.

- 14 -
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
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.
Notice of Dissolution of Group.
   
 
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.

 
- 15 -
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:  January 10, 2019
 
 
HITE Hedge Asset Management LLC
       
 
By:
/s/ James M. Jampel 
  
   
James M. Jampel
   
Managing Member
       
 
Individual
       
 
 
/s/ James M. Jampel
  
 
 
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 M. Jampel  
  
     
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 M. Jampel  
  
   
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 M. Jampel  
  
   
James M. Jampel
  
   
Manager
  

- 16 -

 
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  
  
   
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 M. Jampel  
  
     
James M. Jampel
  
     
Manager
  
       
 
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  
  
     
James M. Jampel
  
     
Manager
  
       
 
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  
  
     
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 M. Jampel  
  
     
James M. Jampel
  
     
Manager
  
   
- 17 -
LIST OF EXHIBITS
Exhibit No.
  
Description
 
A
  
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 MLP Advantage LP
HITE Energy LP
HITE MLP Advantage Caymans Ltd.
HITE MLP Caymans Ltd.
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 Class A Common Stock, par value $0.0001, of Falcon Minerals Corporation, 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 January 10, 2019.
 
 
HITE Hedge Asset Management LLC
       
 
By:
/s/ James M. Jampel 
  
   
James M. Jampel
   
Managing Member
       
 
Individual
       
 
 
/s/ James M. Jampel
  
 
 
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 M. Jampel  
  
     
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 M. Jampel  
  
     
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 M. Jampel  
  
     
James M. Jampel
  
     
 
Manager
  
   
   
 

 
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  
  
     
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 M. Jampel  
  
     
James M. Jampel
  
     
 
Manager
  
       
 
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  
  
     
James M. Jampel
  
     
Manager
  
       
 
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  
  
     
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 M. Jampel  
  
     
James M. Jampel
  
     
 
Manager
  
       
   
 
 
B-2