UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rice Midstream Partners LP
(Name of Issuer)
Common
(Title of Class of Securities)
762819100
(CUSIP Number)
Clinton Ward, Chief Compliance Officer,
3290 Northside Parkway, 7th Floor
Atlanta, GA 30327
(404)881-3401
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2015
(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 disclosures
provided in a prior cover page.
The information required on 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 No732819100 13G Page 2 of 5 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atlantic Trust Group LLC
04-3173832
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(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
1,593,013
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
1,593,013
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,013
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.78%
12 TYPE OF REPORTING PERSON (see instructions)
Parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G)
CUSIP No. 762819100 13G Page 3 of 5 Pages
Item 1.
(a) Name of Issuer
Rice Midstream Partners LP
(b) Address of Issuers Principal Executive Offices
400 Woodcliff Drive
Cannonsburg, PA 15317
Item 2.
(a) Name of Person Filing
Atlantic Trust Group LLC
(b) Address of the Principal Office or, if none, residence
3290 Northside Parkway, 7th Floor
Atlanta, GA 30327
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common
(e) CUSIP Number
762819100
Item 3. If this statement is filed pursuant to Section 240.13d-1(b)
or 240.13d-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).
(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
section 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) X A parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G);
(h) A savings associations 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) Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 1c593c013
CUSIP No 762819100 13G Page 4 of 5 Pages
(b) Percent of class: 3.78%
(c) Number of shares as to which the person has 0
(i) Sole power to vote or to direct the vote 1,593,013
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of 1,593,013
(iv) Shared power to dispose or to direct the disposition of 0.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see Section 240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Atlantic Trust Company, N.A.
AT Investment Advisors, Inc.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
(a) The following certification shall be included if the
statement is filed pursuant to section 240.13d-1(b):
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 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.
(b) The following certification shall be included if the
statement is filed pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of
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.
CUSIP No.762819100 13G Page 5 of 5 Pages
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.
02/04/2016
Date
/s/ Mary E. Antunes
Signature
Mary E. Antunes / Senior Compliance Officer
Name/Title