0001104659-18-067923.txt : 20181113 0001104659-18-067923.hdr.sgml : 20181113 20181113163030 ACCESSION NUMBER: 0001104659-18-067923 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181112 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQT Corp CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35574 FILM NUMBER: 181178394 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE STREET 2: SUITE 1700 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER NAME: FORMER CONFORMED NAME: EQT Corp /PA/ DATE OF NAME CHANGE: 20090206 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EQM 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 BUSINESS ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-553-5700 MAIL ADDRESS: STREET 1: 625 LIBERTY AVENUE, SUITE 2000 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EQT Midstream Partners, LP DATE OF NAME CHANGE: 20120131 4 1 a4.xml 4 X0306 4 2018-11-12 1 0001540947 EQM Midstream Partners, LP EQM 0000033213 EQT Corp 625 LIBERTY AVENUE SUITE 1700 PITTSBURGH PA 15222 0 0 1 0 Common Units representing limited partner interests 2018-11-12 4 J 0 37245455 D 0 I See footnotes Effective as of 11:59 p.m. (ET) on November 12, 2018 (the Effective Time), EQT Corporation, a Pennsylvania corporation (EQT), completed the separation of its midstream business from its upstream business (the Separation) by means of a pro rata distribution of 80.1% of the outstanding shares of common stock of Equitrans Midstream Corporation, a Pennsylvania corporation formed to hold EQT's midstream business following the Separation (ETRN), to EQT's shareholders of record as of the close of business on November 1, 2018 (the Distribution). As a result of the Separation and the Distribution, ETRN is a standalone publicly traded company, and as of the Effective Time, EQT is no longer deemed a beneficial owner of the common units representing limited partner interests (Common Units) of EQM Midstream Partners, LP beneficially owned by ETRN or its subsidiaries. ETRN is the sole member of Equitrans Midstream Holdings, LLC, a Delaware limited liability company (EMH) and Equitrans Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings). Gathering Holdings is the direct or indirect owner of approximately 79.3% of the limited partner interests in EQGP Holdings, LP, a Delaware limited partnership (EQGP) and the sole member of EQGP Services, LLC, a Delaware limited liability company (EQGP GP), the general partner of EQGP. EQGP is the record and beneficial owner of 21,811,643 Common Units, which represent approximately 18.1% of the outstanding Common Units. EMH is the record and beneficial owner of 15,433,812 Common Units, which represent approximately 12.8% of the outstanding Common Units. As the direct or indirect owner of 79.3% of the limited partner interests in EQGP and sole member of EQGP GP, Gathering Holdings may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP. As the sole member of EMH and Gathering Holdings, ETRN may be deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP and the 15,433,812 Common Units beneficially owned by EMH, which in the aggregate represent approximately 30.9% of the outstanding Common Units. Prior to the completion of the Separation and the Distribution, EQT did not directly own any Common Units; however, as the sole shareholder of ETRN, it was deemed to beneficially own the 37,245,455 Common Units deemed to be beneficially owned by ETRN. /s/ Jimmi Sue Smith Senior Vice President and Chief Financial Officer of EQT Corporation 2018-11-13