Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. ) *
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Rice Acquisition Corp. II
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(Name of Issuer)
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Class A Ordinary Shares, $.0001 par value
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(Title of Class of Securities)
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G75529100
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G75529100
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1.
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Name of Reporting Person
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Kensico Capital Management Corp.
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I.R.S. Identification No. of Above Person (entities only) (voluntary)
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13-4079277
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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2,500,000
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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2,500,000
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9.
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Aggregate Amount Beneficially Owned by Reporting Person
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2,500,000
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in
Row (9)
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7.2%
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12.
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Type of Reporting Person
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CO, IA
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2
CUSIP No. G75529100
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1.
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Name of Reporting Person
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Michael B. Lowenstein
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I.R.S. Identification No. of Above Person (entities only) (voluntary)
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of Shares Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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2,500,000
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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2,500,000
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9.
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Aggregate Amount Beneficially Owned by Reporting Person
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2,500,000
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in
Row (9)
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7.2%
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12.
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Type of Reporting Person
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IN, HC
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3
CUSIP No. G75529100
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1.
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Name of Reporting Person
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Thomas J. Coleman
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I.R.S. Identification No. of Above Person (entities only) (voluntary)
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2.
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Check the Appropriate Box
if a Member of a Group
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(a) [ ]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of Shares Beneficially Owned by Reporting Person With
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5.
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Sole Voting Power
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-0-
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6.
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Shared Voting Power
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2,500,000
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7.
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Sole Dispositive Power
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-0-
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8.
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Shared Dispositive Power
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2,500,000
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9.
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Aggregate Amount Beneficially Owned by Reporting Person
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2,500,000
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[X]*
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11.
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Percent of Class Represented by Amount in
Row (9)
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7.2%
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12.
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Type of Reporting Person
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IN, HC
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* See Item 4.
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CUSIP No. G75529100
Schedule 13G
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Item 1
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(a)
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Name of Issuer:
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Rice Acquisition Corp. II
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(b)
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Address of Issuer’s Principal Executive Offices:
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102 East Main Street, 2nd Story, Carnegie, PA 15106
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Item 2
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(a)
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Name of Persons Filing:
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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Kensico Capital Management Corp. (“KCM”);
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(ii)
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Michael Lowenstein (“Mr. Lowenstein”); and
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(iii)
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Thomas J. Coleman (“Mr. Coleman”).
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The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
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KCM is a registered investment adviser to certain affiliated funds (the “Funds”) that directly hold the securities of the Issuer to which this statement relates for the benefit of their respective investors, and in
such capacity KCM has voting and dispositive power over such securities. Mr. Lowenstein and Mr. Coleman are the Co-Presidents of KCM.
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(b)
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Address of Principal Business Office:
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For each Reporting Person: 55 Railroad Avenue, 2nd Floor, Greenwich, CT 06830
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(c)
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Citizenship:
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KCM is a Delaware corporation. Mr. Lowenstein and Mr. Coleman are U.S. citizens.
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(d)
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Title of Class of Securities:
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Class A Ordinary Shares, $0.0001 par value (“Class A Shares”)
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(e)
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CUSIP number:
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G75529100
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This is the CUSIP number for the Issuer’s Class A Shares. The CUSIP number for the Issuer’s Units is G75529118. (See Item 4.)
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5
CUSIP No. G75529100
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Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[___]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
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(d)
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[___]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ X ]
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An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[___]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[___]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[___]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[___]
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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).
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(j)
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[___]
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[___]
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If this statement is filed pursuant to §240.13d-1(c), check this box.
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Item 4
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Ownership
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(a) through (c)
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The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G. Ownership is stated as of December 31, 2021 and percentage ownership is based on
34,502,500 Class A Shares outstanding as of November 12, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 12, 2021.
As of December 31, 2021 the Reporting Persons held the Issuer’s Units, each consisting of one Class A share and one quarter of one warrant to purchase one Class A Share at an exercise price of $11.50 per share
(“Units”). The warrants are not exercisable as of or within 60 days of December 31, 2021, and so the ownership reported herein relates solely to the Class A Shares underlying the Reporting Persons’ Units and does not give effect to the
warrants.
In addition to his shared indirect beneficial ownership of the securities reported herein that are directly beneficially owned by KCM, as of December 31, 2021 Mr. Coleman held securities of the Issuer in a
personal, non-discretionary account in which he has a pecuniary interest but over which he has no voting or dispositive power.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that it directly owns.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company:
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9
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Notice of Dissolution of a Group:
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Not Applicable
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Item 10
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to herein 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 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.
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CUSIP No. G75529100
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
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KENSICO CAPITAL MANAGEMENT CORP.
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By:
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/s/ Michael B. Lowenstein
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Name:
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Michael B. Lowenstein
Authorized Signatory
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MICHAEL B. LOWENSTEIN
/s/ Michael B. Lowenstein
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THOMAS J. COLEMAN
/s/ Thomas J. Coleman
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7
CUSIP No. G75529100
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that
the Schedule 13G to which this Agreement is attached as an Exhibit (the “Schedule 13G”), and any amendments thereto, is and will be filed with the Securities and Exchange Commission jointly on behalf of each of them.
Dated: February 14, 2022
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KENSICO CAPITAL MANAGEMENT CORP.
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By:
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/s/ Michael B. Lowenstein
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Name: Michael B. Lowenstein, Authorized Signatory
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MICHAEL B. LOWENSTEIN
/s/ Michael B. Lowenstein
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THOMAS J. COLEMAN
/s/ Thomas J. Coleman
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