4//SEC Filing
EQT Production Co 4
Accession 0001104659-18-064834
CIK 0001540947other
Filed
Oct 29, 8:00 PM ET
Accepted
Oct 30, 9:34 PM ET
Size
13.5 KB
Accession
0001104659-18-064834
Insider Transaction Report
Form 4
EQT Production Co
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−37,245,455→ 0 total(indirect: See footnotes)
EQT Investments Holdings, LLC
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−37,245,455→ 0 total(indirect: See footnotes)
Rice Energy Inc.
10% Owner
Transactions
- Other
Common Units representing limited partner interests
2018-10-26−37,245,455→ 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, (A) 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 9,544,530 common units representing limited partner interests (Common Units) in EQM Midstream Partners, 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 (B) Rice Midstream Holdings LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT (RMH), which was the record and beneficial owner of 5,889,282 Common Units and sole member of the general partner of RMGH, merged with and into EQT RE, LLC, (sentence continues in next footnote)
- [F2](continued from footnote 1) a Delaware limited liability company and wholly owned indirect subsidiary of EQT (EQT RE), and (ii) effective as of October 26, 2018 (A) EQT RE contributed 5,889,282 Common Units to EMH, (B) 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), (C) EPC contributed 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), to ETRN, (D) 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), (E) Investments Holdings distributed all of the outstanding membership interests in EMH and (sentence continues in next footnote)
- [F3](continued from footnote 2) all of the outstanding shares of common stock of ETRN to EQT, and (F) EQT contributed all of the outstanding membership interests in EMH to ETRN. Gathering Holdings is the sole member of EQGP Services, LLC, a Delaware limited liability company (EQGP GP) and the general partner of EQGP Holdings, LP, a public Delaware limited partnership (EQGP). EQGP is the record and beneficial owner of 21,811,643 Common Units. 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, ETRN, EQGP GP and EQGP 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 100% of the membership interests of RMH (or later, its successor), 100% of the limited partner interests in RMGH (and later, EMH) and 100% of the membership interests of the general partner of RMGH, it was deemed to beneficially own the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 12.8% of the outstanding Common Units; (ii) EPC did not directly own any Common Units; however, as the sole member of Gathering Holdings and indirect owner of EQGP and EQGP GP and the sole member of EQT RE and indirect owner of RMH, RMGH (or later EMH) (sentence continues in next footnote)
- [F5](continued from footnote 4) and the general partner of RMGH, it was deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 30.9% 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 EQGP, EQGP GP, RMH, RMGH (or later, EMH) and RMGH GP, it was deemed to beneficially own the 21,811,643 Common Units beneficially owned by EQGP, the 5,889,282 Common Units beneficially owned by RMH and the 9,544,530 Common Units beneficially owned by RMGH (or later, EMH), which in the aggregate represented approximately 30.9% of the outstanding Common Units.
Documents
Issuer
EQM Midstream Partners, LP
CIK 0001540947
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001607430
Filing Metadata
- Form type
- 4
- Filed
- Oct 29, 8:00 PM ET
- Accepted
- Oct 30, 9:34 PM ET
- Size
- 13.5 KB