0001104659-12-054401.txt : 20120806 0001104659-12-054401.hdr.sgml : 20120806 20120806094243 ACCESSION NUMBER: 0001104659-12-054401 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120806 DATE AS OF CHANGE: 20120806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQT Midstream Partners, LP CENTRAL INDEX KEY: 0001540947 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 371661577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86907 FILM NUMBER: 121008545 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ING GROEP NV CENTRAL INDEX KEY: 0001039765 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: AMSTELVEENSEWEG 500, 1081 KL AMSTERDAM STREET 2: PO BOX 810, 1000 AV CITY: AMSTERDAM STATE: P7 ZIP: 0000 BUSINESS PHONE: 01131205418534 MAIL ADDRESS: STREET 1: AMSTELVEENSEWEG 500, 1081 KL AMSTERDAM STREET 2: PO BOX 810, 1000 AV CITY: AMSTERDAM STATE: P7 ZIP: 0000 SC 13G 1 a12-17711_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2

 

EQT Midstream Partners, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

26885B100

(CUSIP Number)

July 26, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

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. 36106P101

 

 

1.

Name of Reporting Person.
I.R.S. Identification No. of Above Person (Entities Only).
ING Groep N.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

 

6.

Shared Voting Power
955,507(1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
955,507

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
955,507

 

 

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)
5.51%(2)

 

 

12.

Type of Reporting Person (See Instructions)
HC

 


(1) ING Groep N.V. may be deemed to be the beneficial owner of 955,507 common units held by its indirect and direct wholly owned subsidiaries. Of these, 15,507 common units are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

 

ING Groep N.V. disclaims beneficial ownership of 15,507 common units held by its indirect subsidiaries, as ING Groep N.V. does not hold voting rights or dispositive powers for such common units.

 

(2) Based on 17,339,718 common units issued and outstanding as of July 2, 2012, as reported by the issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on July 26, 2012.

 

2



 

Item 1(a).

Name of Issuer:
EQT Midstream Partners, LP

Item 1(b).

Address of Issuer’s Principal Executive Offices:
625 Liberty Avenue, Pittsburgh, Pennsylvania 15222

 

Item 2(a).

Name of Person Filing:
ING Groep N.V.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Bijlmerplein 888

1102 MG

Amsterdam-Zuidoost

Postbus 1800

1000 BV Amsterdam

The Netherlands

Item 2(c).

Citizenship:
The Netherlands

Item 2(d).

Title of Class of Securities:
Common units representing limited partner interests of EQT Midstream Partners, LP (“Common Units”)

Item 2(e).

CUSIP Number:
26885B100

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

 

(d)

o

Investment company as defined under section 8 of the Investment Company Act.

 

(e)

o

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 association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(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.

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not Applicable.

 

3



 

Item 4.

Ownership:

 

(a)

ING Groep N.V. may be deemed to be the beneficial owner of 955,507 Common Units held by its indirect and direct wholly owned subsidiaries. Of these, 15,507 Common Units are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

 

ING Groep N.V. disclaims beneficial ownership of 15,507 Common Units held by its indirect subsidiaries, as ING Groep N.V. does not hold voting rights or dispositive powers for such Common Units.

 

(b)

ING Groep N.V. may be deemed to be the beneficial owner of 5.51% of the Common Units based on 17,339,718 Common Units issued and outstanding as of July 2, 2012, as reported by the issuer in its Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on July 26, 2012.

 

(c)

Although ING Groep N.V. may be deemed to be beneficial owner of 15,507 Common Units held by its indirect and direct wholly owned subsidiaries, ING Groep N.V. does not exercise voting rights or dispositive powers for such securities.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

4



 

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.

 

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: August 6, 2012

 

 

ING GROEP N.V.

 

 

 

By:

/s/ Just A.M. Emke-Petrelluzzi Bojanic

 

(Signature)

 

 

 

J.A.M. Emke-Petrelluzzi Bojanic

 

Senior Compliance Officer (Name/Title)

 

 

 

By:

/s/ Sander Valkering

 

(Signature)

 

 

 

Sander Valkering

 

Business Manager (Name/Title)

 

5