0001140361-18-017915.txt : 20180410 0001140361-18-017915.hdr.sgml : 20180410 20180410093646 ACCESSION NUMBER: 0001140361-18-017915 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180410 DATE AS OF CHANGE: 20180410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TORTOISE CAPITAL ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001280965 IRS NUMBER: 223875939 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90436 FILM NUMBER: 18746986 BUSINESS ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-981-1020 MAIL ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 FORMER COMPANY: FORMER CONFORMED NAME: TORTOISE CAPITAL ADVISORS LLC DATE OF NAME CHANGE: 20040220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TORTOISE CAPITAL ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001280965 IRS NUMBER: 223875939 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-981-1020 MAIL ADDRESS: STREET 1: 11550 ASH STREET, SUITE 300 CITY: LEAWOOD STATE: KS ZIP: 66211 FORMER COMPANY: FORMER CONFORMED NAME: TORTOISE CAPITAL ADVISORS LLC DATE OF NAME CHANGE: 20040220 SC 13G/A 1 doc1.htm NONE Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 06)*
 
TORTOISE CAPITAL ADVISORS, L.L.C. 
(Name of Issuer)
 
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
 
26885B100
(CUSIP Number)
 
March 31, 2018
(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)
 
     o  Rule 13d-1(c)
 
     o  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.  26885B100      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 TORTOISE CAPITAL ADVISORS, L.L.C.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   x
   
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
  
 253,813
   
6 SHARED VOTING POWER
  
 6,807,050
   
7 SOLE DISPOSITIVE POWER
  
 253,813
   
8 SHARED DISPOSITIVE POWER
  
 8,031,351
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 8,285,164
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 10.3%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IA
 

FOOTNOTES
  
 
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
EQT Midstream Partners, LP

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

Item 2.

 
(a)
Name of Person Filing
 
 
TORTOISE CAPITAL ADVISORS, L.L.C.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
11550 Ash Street, Suite 300, Leawood, Kansas 66211

 
(c)
Citizenship
 
 
Delaware

 
(d)
Title of Class of Securities
 
 
Common Units Representing Limited Partner Interests

 
(e)
CUSIP Number
 
 
26885B100

 
Item 3.
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:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
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)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 
 
 
 
 
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: 8,285,164

 
(b)
Percent of class: 10.3%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 253,813

 
(ii)
Shared power to vote or to direct the vote: 6,807,050

 
(iii)
Sole power to dispose or to direct the disposition of: 253,813

 
(iv)
Shared power to dispose or to direct the disposition of: 8,031,351

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 o .
 
N/A
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
TCA acts as an investment adviser to certain investment companies registered under the Investment Company Act of 1940. TCA, by virtue of investment advisory agreements with these investment companies, has all investment and voting power over securities owned of record by these investment companies. However, despite their delegation of investment and voting power to TCA, these investment companies may be deemed to be the beneficial owners under Rule 13d-3 of the Act, of the securities they own of record because they have the right to acquire investment and voting power through termination of their investment advisory agreement with TCA. Thus, TCA has reported that it shares voting power and dispositive power over the securities owned of record by these investment companies. TCA also acts as an investment adviser to certain managed accounts. Under contractual agreements with managed account clients, TCA, with respect to the securities held in the client managed accounts, has investment and voting power with respect to certain client accounts, and has investment power but no voting power with respect to certain other client accounts. TCA has reported that it shares voting and/or investment power over the securities held by these client managed accounts despite a delegation of voting and/or investment power to TCA because the clients have the right to acquire investment and voting power through termination of their agreements with TCA. TCA may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Act that are held by its clients. These investment companies and client managed accounts have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. The interest of any one such person does not exceed 5% of the class of securities.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A
 
Item 8.
Identification and Classification of Members of the Group
 
N/A
 
Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 
 
 
 
Item 10.
Certification
  
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, other than activities solely in connection with a nomination under §240.14a-11.
 
 

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.
 
 
 Tortoise Capital Advisors
 
    
Date: April 09, 2018
By:
/s/  Diane Bono 
   Name: Diane Bono 
   Title:  Managing Director and Chief Compliance Officer 
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)