Page 7 of 10 – SEC Filing
Because other securities are held in the margin accounts, it is
not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Mr. J. Cohen used a total of approximately $4.3
million in the aggregate to acquire the 75,000 Shares reported herein as beneficially owned by him.
Mr. Herz used a total of approximately $400
thousand in the aggregate to acquire the 7,000 Shares reported herein as beneficially owned by her.
Mr. E. Cohen used a total of approximately $2.0
million in the aggregate to acquire the 35,000 Shares reported herein as beneficially owned by him.
Funds for the purchase of the Shares reported
herein as beneficially owned by each of the foregoing individuals were derived from the respective personal funds of each such
individual.
| Item 4. | PURPOSE OF TRANSACTION. |
The Reporting Persons acquired the Shares because
they believe the Shares are undervalued and represent an attractive investment opportunity. JANA has substantial experience analyzing
and investing in the energy sector, and the other Reporting Persons collectively possess significant operational and financial
expertise, including experience creating significant shareholder value in a company with a comparable structure, set of assets,
and geography to the Issuer. JANA, with the assistance of the other Reporting Persons, intends to have discussions with Issuer’s
shareholders, board of directors, management, and other interested parties regarding i) voting against shareholder approval of
the acquisition of Rice Energy, ii) pursuing an immediate breakup of the Issuer into a separately traded E&P business and midstream
business to realize the Issuer’s full value and potential strategic value, iii) optimizing capital allocation, and iv) board
structure and composition. JANA is also prepared, if necessary, to nominate individuals for election to the Issuer’s board of directors
and to participate in the solicitation of proxies in support of such individuals, and has signed Nomination Agreements with the
Reporting Persons named in Item 6.
JANA, potentially with the assistance of the
other Reporting Persons, may also take other steps to increase shareholder value as well as pursue other plans or proposals that
relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, excluding (i) acquiring
a control stake in the Issuer’s Shares, or grouping with any other party or parties to do so, (ii) engaging in an extraordinary
transaction, such as a merger, with the Issuer, or acquiring a material amount of the Issuer’s assets, or grouping with any other
party or parties to do either, or (iii) seeking to exert negative control over the important corporate actions of the Issuer, or
grouping with any other party or parties to do so, although the Reporting Persons may seek to influence such actions through customary
means including presenting its views for consideration to the Issuer, shareholders and other interested parties, privately or publicly,
and, if necessary, through the exercise of its shareholder rights including the right to propose new directors for the Issuer’s
board of directors.
Depending on various factors including, without
limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above,
actions taken by the Issuer’s board of directors, price levels of the Shares, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation,
purchasing additional Shares or selling some or all of their Shares, and/or engaging in short selling of or hedging or similar
transactions with respect to the Shares.
