SC 13G/A 1 sc_13ga.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Falcon Minerals Corporation
(Name of Issuer)
 
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
 
30607B109
(CUSIP Number)
 
December 31, 2019
(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
5,505,253*
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
5,505,253*

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,253*
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%**
 
  
12
TYPE OF REPORTING PERSON
IA
 
  
*
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage 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 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 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
5,505,253*
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
5,505,253*
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,505,253*
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%**
  
12
TYPE OF REPORTING PERSON
IN
 
  
*
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage 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 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.

- 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
752,203
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
752,203

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752,203
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6%*

  
12
TYPE OF REPORTING PERSON
PN
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 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
532,754
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
532,754

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,754
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%*

  
12
TYPE OF REPORTING PERSON
PN
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 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
910,674
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
910,674

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,674
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%*

  
12
TYPE OF REPORTING PERSON
PN
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 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
204,513
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
204,513

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,513
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*

  
12
TYPE OF REPORTING PERSON
PN
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 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
312,631
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
312,631

  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,631
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%*

  
12
TYPE OF REPORTING PERSON
PN
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.
- 8 -
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
2,792,478
 
  
7
SOLE DISPOSITIVE POWER
0
 
  
8
SHARED DISPOSITIVE POWER
2,792,478
 
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,478
 
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%*

  
12
TYPE OF REPORTING PERSON
CO
 
  
*
Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.

- 9 -
Item 1(a).
Name of Issuer:
   
 
Falcon Minerals Corporation
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
510 Madison Avenue, 8th Floor
 
New York, NY 10022
   
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 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 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
   
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);
     

- 10 -

 (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: 5,505,253 shares
James M. Jampel: 5,505,253 shares
HITE Hedge LP: 752,203 shares
HITE MLP LP: 532,754 shares
HITE Hedge QP LP: 910,674 shares
HITE MLP Advantage LP: 204,513 shares
HITE Energy LP: 312,631 shares
HITE Hedge Offshore Ltd.: 2,792,478 shares
 
 
(b)
Percent of class:
   
HITE Hedge Asset Management LLC: 12.0%
James M. Jampel: 12.0%
HITE Hedge LP: 1.6%
HITE MLP LP: 1.2%
HITE Hedge QP LP: 2.0%
HITE MLP Advantage LP: 0.4%
HITE Energy LP: 0.7%
HITE Hedge Offshore Ltd.: 6.1%


Percentage ownership is based upon 45,950,716 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 8, 2019.

 
(c)
Number of shares as to which the person has:
  

- 11 -
 
(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: 5,505,253 shares
   
James M. Jampel: 5,505,253 shares
   
HITE Hedge LP: 752,203 shares
   
HITE MLP LP: 532,754 shares
   
HITE Hedge QP LP: 910,674 shares
   
HITE MLP Advantage LP: 204,513 shares
   
HITE Energy LP: 312,631 shares
   
HITE Hedge Offshore Ltd.: 2,792,478 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: 5,505,253 shares
   
James M. Jampel: 5,505,253 shares
   
HITE Hedge LP: 752,203 shares
   
HITE MLP LP: 532,754 shares
   
HITE Hedge QP LP: 910,674 shares
   
HITE MLP Advantage LP: 204,513 shares
   
HITE Energy LP: 312,631 shares
   
HITE Hedge Offshore Ltd.: 2,792,478 shares

 
Mr. Jampel disclaims beneficial ownership of the securities.

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

- 12 -
  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.

- 13 -
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 13, 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 MLP Advantage LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       

- 14 -
   

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
- 15 -
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 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 February 13, 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 MLP Advantage 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