4//SEC Filing
EQT Production Co 4
Accession 0001104659-18-064833
CIK 0001632933other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 9:33 PM ET
Size
12.8 KB
Accession
0001104659-18-064833
Insider Transaction Report
Form 4
EQT Investments Holdings, LLC
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−276,008,766→ 0 total(indirect: See footnotes)
Rice Energy Inc.
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−276,008,766→ 0 total(indirect: See footnotes)
EQT Production Co
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−276,008,766→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]Pursuant to an internal reorganization conducted in connection with the proposed separation of Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), from EQT Corporation, a Pennsylvania corporation (EQT), (i) effective as of October 22, 2018, Rice Midstream GP Holdings LP (RMGH), a Delaware limited partnership and wholly owned indirect subsidiary of EQT, which was the record and beneficial owner of 36,293,766 common units representing limited partner interests (Common Units) in EQGP Holdings, LP (the Issuer), merged with and into Equitrans Midstream Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (EMH), and (ii) effective as of October 26, 2018 (A) EQT RE, LLC, a Delaware limited liability company (EQT RE), distributed all of the outstanding membership interests of EMH to EQT Production Company, a Pennsylvania corporation and wholly owned indirect subsidiary of EQT (EPC), (sentence continues in next footnote)
- [F2](continued from footnote 1) (B) EPC contributed to ETRN all of the outstanding membership interests of Equitrans Gathering Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (Gathering Holdings), which is the record and beneficial owner of 239,449,000 Common Units and, through its sole ownership of EQM GP Corporation, a Delaware corporation and limited partner of the Issuer (GP Corporation), is the beneficial owner of an additional 266,000 Common Units held by GP Corporation, (C) EPC distributed all of the outstanding membership interests in EMH and all of the outstanding shares of common stock of ETRN to EQT Investments Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of EQT (Investments Holdings), (D) Investments Holdings distributed all of the outstanding membership interests in EMH and all of the outstanding shares of common stock of ETRN to EQT, and (sentence continues in next footnote)
- [F3](continued from footnote 2) (E) EQT contributed all of the outstanding membership interests in EMH to ETRN. Investment Holdings, EPC and EQT RE are filing this "exit" Form 4 to report that they are no longer beneficial owners of securities of the Issuer. EQT, EMH, Gathering Holdings and ETRN are separately filing a Form 3 to report beneficial ownership of securities of the Issuer in connection with the above internal reorganization. The internal reorganization did not involve any purchase or sale of securities of the Issuer.
- [F4]Prior to the completion of the internal reorganization on October 26, 2018, (i) EQT RE did not directly own any Common Units; however, as the indirect owner of RMGH and of the general partner of RMGH, or later, EMH, it was deemed to beneficially own the 36,293,766 Common Units beneficially owned by RMGH, or later, EMH, which represented approximately 12.0% of the outstanding Common Units; (ii) EPC did not directly own any Common Units; however, as the sole member of Gathering Holdings and EQT RE and indirect owner of RMGH and of the general partner of RMGH, or later, (sentence continues in next footnote)
- [F5](continued from footnote 4) EMH, it was deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, or later, EMH, which represented in the aggregate approximately 91.3% of the outstanding Common Units; and (iii) Investments Holdings did not directly own any Common Units; however, as the sole shareholder of EPC and indirect owner of Gathering Holdings and RMGH and of the general partner of RMGH, or later, EMH, it was deemed to beneficially own the 239,715,000 Common Units beneficially owned by Gathering Holdings and the 36,293,766 Common Units beneficially owned by RMGH, or later, EMH, which represented in the aggregate approximately 91.3% of the outstanding Common Units.
Documents
Issuer
EQGP Holdings, LP
CIK 0001632933
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001607430
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 9:33 PM ET
- Size
- 12.8 KB