0001127602-24-020783.txt : 20240722 0001127602-24-020783.hdr.sgml : 20240722 20240722162446 ACCESSION NUMBER: 0001127602-24-020783 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240722 FILED AS OF DATE: 20240722 DATE AS OF CHANGE: 20240722 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moore Stephen M CENTRAL INDEX KEY: 0001625611 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38629 FILM NUMBER: 241131808 MAIL ADDRESS: STREET 1: 2200 ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Midstream Co LLC CENTRAL INDEX KEY: 0001747009 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 830516635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: Equitrans Midstream Corp DATE OF NAME CHANGE: 20180803 FORMER COMPANY: FORMER CONFORMED NAME: EQT Midstream SpinCo, Inc. DATE OF NAME CHANGE: 20180717 4 1 form4.xml PRIMARY DOCUMENT X0508 4 2024-07-22 1 0001747009 Midstream Co LLC ETRN 0001625611 Moore Stephen M 2200 ENERGY DRIVE CANONSBURG PA 15317 1 EVP & Chief Legal Officer 0 Common Stock 2024-07-22 4 D 0 260064 D 0 D Common Stock 2024-07-22 4 D 0 21424 D 0 I By Savings Plan Common Stock 2024-07-22 4 A 0 361617 A 0 D Common Stock 2024-07-22 4 D 0 361617 D 0 D Deferred Stock Units 2024-07-22 4 D 0 41100 D Common Stock 41100 0 D On July 22, 2024 (the "Effective Time"), pursuant to an Agreement and Plan of Merger, dated as of March 10, 2024 (the "Merger Agreement"), Humpty Merger Sub Inc. ("Merger Sub"), a direct, wholly owned subsidiary of EQT Corporation ("EQT"), merged with and into Equitrans Midstream Corporation (the "Company") with the Company surviving as an indirect wholly owned subsidiary of EQT (the "First Step Surviving Corporation") and as the second step in a single integrated transaction, the First Step Surviving Corporation merged with and into Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT. Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock (excluding any Excluded Shares as define in the Merger Agreement) was converted into the right to receive 0.3504 shares (the "Exchange Ratio") of EQT common stock, with cash in lieu of fractional shares. Includes 174,370 shares of Company restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time each Company restricted stock award was assumed by EQT and converted into an award of restricted stock units of EQT ("EQT RSU Award") with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company restricted stock award. Represents previously granted performance share units which provided for delivery of shares of the Company's common stock upon the achievement of specified performance criteria. At the Effective Time these performance share units were considered earned in accordance with the terms of the Merger Agreement, and each performance share unit was assumed by EQT and converted into the right to receive an EQT RSU Award with respect to a number of whole shares of EQT (rounded up to the next whole EQT share) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of earned performance share units. Pursuant to the Merger Agreement, at the effective time each Company deferred stock unit award was assumed by EQT and converted into an EQT RSU Award with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company deferred stock unit award. /s/ Lisa M. Lind, Attorney-in-Fact for Stephen M. Moore 2024-07-22