0001193125-14-440950.txt : 20150128 0001193125-14-440950.hdr.sgml : 20150128 20141212115336 ACCESSION NUMBER: 0001193125-14-440950 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rice Midstream Partners LP CENTRAL INDEX KEY: 0001620928 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-746-6720 MAIL ADDRESS: STREET 1: 400 WOODCLIFF DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 CORRESP 1 filename1.htm CORRESP

Rice Midstream Partners LP

400 Woodcliff Drive

Canonsburg, Pennsylvania 15317

December 12, 2014

By Facsimile and EDGAR

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Rice Midstream Partners LP

Registration Statement on Form S-1 (as amended)

File No. 333-199932

Ladies and Gentlemen:

On behalf of Rice Midstream Partners LP (the “Partnership”), and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:00 p.m. (Washington, D.C. time) on December 16, 2014, or as soon thereafter as practicable, unless the Partnership notifies you otherwise prior to such time. As requested by the Staff of the Securities and Exchange Commission (the “Commission”), the Partnership hereby acknowledges that:

 

    should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

 

    the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

This request has also been transmitted via EDGAR.


Very truly yours,
Rice Midstream Partners LP
By:  

Rice Midstream Management LLC,

its general partner

By:  

/s/ William E. Jordan

Name:   William E. Jordan
Title:   Vice President, General Counsel and Corporate Secretary