FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HITE Hedge Asset Management LLC
2. Issuer Name and Ticker or Trading Symbol

Falcon Minerals Corp [ FLMN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

300 CROWN COLONY DR, SUITE 108
3. Date of Earliest Transaction (MM/DD/YYYY)

9/11/2019
(Street)

QUINCY, MA 02169
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock (1) 9/11/2019    S    101960  D $7.04  979663  D (2)  
Class A Common Stock (3) 9/11/2019    S    74440  D $7.04  687309  D (2)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Shares sold by HITE Hedge LP.
(2)  HITE Hedge Asset Management LLC may be deemed the indirect beneficial owner of these shares as a result of its role as investment adviser to the seller. James M. Jampel may be deemed the indirect beneficial owner of these shares as a result of his serving as Managing Member of HITE Hedge Asset Management LLC. After giving effect to all of the sales reflected in this Form 4, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 5,719,633 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein.
(3)  Shares sold by HITE MLP Advantage LP.

Remarks:
This Form 4 is filed jointly by HITE Hedge Asset Management LLC, HITE Hedge LP, HITE MLP Advantage LP, and James M. Jampel. AS OF SEPTEMBER 13, 2019, EACH OF THE FILING PERSONS IS A MEMBER OF A SECTION 13(d) GROUP THAT MAY BE DEEMED TO COLLECTIVELY OWN A TOTAL OF 5,719,633 SHARES OF CLASS A COMMON STOCK. Of those 5,719,633 shares, 463,845 are held directly by HITE MLP Advantage Caymans Ltd., 979,663 are held directly by HITE Hedge LP, 975,816 are held directly by HITE Hedge QP LP, 180,425 are held directly by HITE Energy LP, 1,973,465 are held directly by HITE Hedge Offshore Ltd., 687,309 are held directly by HITE MLP Advantage LP, 65,260 are held directly by HITE MLP Caymans Ltd., 393,850 are held directly by HITE MLP LP, and none are held directly by HITE Hedge Asset Management LLC or James M. Jampel.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HITE Hedge Asset Management LLC
300 CROWN COLONY DR
SUITE 108
QUINCY, MA 02169

X

HITE Hedge LP
300 CROWN COLONY DR
SUITE 108
QUINCY, MA 02169

X

HITE MLP Advantage LP
300 CROWN COLONY DR
SUITE 108
QUINCY, MA 02169

X

Jampel James M
300 CROWN COLONY DR
SUITE 108
QUINCY, MA 02169

X


Signatures
HITE Hedge Asset Management LLC, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member 9/13/2019
**Signature of Reporting Person Date

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, Managing Member 9/13/2019
**Signature of Reporting Person Date

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, Managing Member 9/13/2019
**Signature of Reporting Person Date

/s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member 9/13/2019
**Signature of Reporting Person Date


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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 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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