SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
11/16/2018

3. Issuer Name and Ticker or Trading Symbol
Falcon Minerals Corp [ FLMN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/17/2018

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	886,933	D⁽²⁾
Class A Common Stock⁽³⁾	453,852	D⁽²⁾
Class A Common Stock⁽⁴⁾	760,914	D⁽²⁾
Class A Common Stock⁽⁵⁾	670,167	D⁽²⁾
Class A Common Stock⁽⁶⁾	80,878	D⁽²⁾
Class A Common Stock⁽⁷⁾	217,395	D⁽²⁾
Class A Common Stock⁽⁸⁾	92,331	D⁽²⁾
Class A Common Stock⁽⁹⁾	1,481,956	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

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

02168

(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 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 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 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 owned directly by HITE Hedge LP.

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. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein.

3. Shares owned directly by HITE MLP LP.

4. Shares owned directly by HITE Hedge QP LP.

5. Shares owned directly by HITE MLP Advantage LP.

6. Shares owned directly by HITE Energy LP.

7. Shares owned directly by HITE MLP Advantage Caymans Ltd.

8. Shares owned directly by HITE MLP Caymans Ltd.

9. Shares owned directly by HITE Hedge Offshore Ltd.

Remarks:

This Form 3 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 its entirety the Form 3 filed on December 17, 2018, by HITE Hedge Asset Management LLC. As of the date of filing of this Form 3 amendment, each of the filing persons is a member of a Section 13(d) group that may be deemed to collectively own more than 10% of the outstanding shares of Class A Common Stock.

	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.
* If the form is filed by more than one reporting person, see Instruction 5 (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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