| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rice Midstream Partners LP [ RMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Units representing limited partner interests | 02/15/2018 | C | 28,753,623 | A | (1) | 28,757,246 | I | See Footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Subordinated units representing limited partner interests | (1) | 02/15/2018 | C | 28,753,623 | (1) | (1) | Common Units representing limited partner interests | 28,753,623 | $0 | 0 | I | See Footnote(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 15, 2018, pursuant to the terms of the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP ("Partnership"), as amended, the 28,753,623 subordinated units owned by Rice Midstream GP Holdings LP ("Rice GP Holdings") converted into common units of the Partnership on a one-for-one basis for no additional consideration, resulting in the acquisition of 28,753,623 common units of the Partnership. The subordinated units had no expiration date. |
| 2. This Form 4 is being filed jointly by EQT Corporation ("EQT"), EQT Investments Holdings, LLC ("Investments Holdings"), EQT Production Company ("EQT Production"), EQT RE, LLC ("EQT RE"), Rice Energy Operating LLC ("REO"), Rice Midstream Holdings LLC ("RMH"), Rice Midstream GP Management LLC ("Rice GP Management") and Rice GP Holdings. EQT directly owns 100% of the outstanding membership interests of Investment Holdings. Investments Holdings directly owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of EQT RE. EQT RE and Rice Energy Sub Holdings LLC ("Rice Sub Holdings") directly own 100% of the outstanding membership interests in REO, |
| 3. (cont. from footnote 2) and EQT RE directly owns 100% of the outstanding membership interests of Rice Sub Holdings. REO and Rice Midstream GP LLC ("Rice GP LLC") directly own 100% of the outstanding membership interests of RMH, and REO directly owns 100% of the outstanding membership interests of Rice GP LLC. RMH and Rice GPH LLC directly own 100% of the outstanding limited partner interests in Rice GP Holdings, which directly holds interest in the Partnership, and RMH directly owns 100% of the outstanding membership interests of Rice GPH LLC and Rice GP Management, the general partner of Rice GP Holdings. EQT, Investments Holdings, EQT Production, EQT RE, REO, RMH and Rice GP Management may therefore be deemed to beneficially own securities of the Partnership owned directly by Rice GP Holdings. |
| /s/Robert J. McNally, Senior Vice President and Chief Financial Officer of EQT Corporation | 02/20/2018 | |
| /s/Joshua C. Miller, Vice President of EQT Investments Holdings, LLC | 02/20/2018 | |
| /s/David E. Schlosser, Jr., President of EQT Production Company | 02/20/2018 | |
| /s/David E. Schlosser, Jr., President of EQT RE, LLC | 02/20/2018 | |
| /s/David E. Schlosser, Jr., President of Rice Energy Operating LLC | 02/20/2018 | |
| /s/Jeremiah J. Ashcroft III, President of Rice Midstream Holdings LLC | 02/20/2018 | |
| /s/Jeremiah J. Ashcroft III, President of Rice Midstream GP Management LLC | 02/20/2018 | |
| /s/Jeremiah J. Ashcroft III , President of Rice Midstream GP Management LLC, the general partner of Rice Midstream GP Holdings LP | 02/20/2018 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||