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* Derham Kyle (Last) (First) (Middle) 102 EAST MAIN STREET, SECOND STORY (Street) CARNEGIE PA 15106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2021	3. Issuer Name and Ticker or Trading Symbol Rice Acquisition Corp. II [ RONI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) President and CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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 ordinary shares	2,500	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units of Rice Acquisition Holdings II LLC	(2)	(2)	Class A ordinary shares	100	(2)	I	See footnote(1)
Class B Units of Rice Acquisition Holdings II LLC	(2)	(2)	Class A ordinary shares	8,534,900(3)	(2)	I	See footnote(1)

Explanation of Responses:

1. Rice Acquisition Sponsor II LLC is the record holder of the shares and units reported herein. Mr. Derham is a managing member of Rice Acquisition Sponsor II LLC. As such, Mr. Derham may be deemed to have or share beneficial ownership of the shares and units held directly by Rice Acquisition Sponsor II LLC.

2. For each Class A or Class B Unit of Rice Acquisition Holdings II LLC ("Opco"), the Reporting Person owns a corresponding Class B ordinary share of the Issuer. In connection with the Issuer's initial business combination, the Class B Units of Opco are expected to convert into Class A Units of Opco on a one-for-one basis, subject to adjustment. The Class A Units of Opco (together with the corresponding Class B ordinary shares of the Issuer) will be exchangeable into cash or Class A ordinary shares of the Issuer after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.

3. Includes 1,127,500 Class A ordinary shares of the Issuer underlying the 1,127,500 Class B Units of Opco that are subject to forfeiture if the underwriters of the Issuer's initial public offering of units do not exercise their over-allotment option in full.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ James Wilmot Rogers, as Attorney-in-Fact	06/15/2021
	** 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).
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