UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~December~~January 3110, ~~2018~~2019

EQGP Holdings, LP

(Exact name of registrant as specified in its charter)

Delaware		001-37380		30-0855134
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

625 Liberty Avenue, Suite 2000 Pittsburgh, Pennsylvania		15222
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) ~~553~~395-~~5700~~2688

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 31.0102. ~~Notice~~Termination of ~~Delisting~~a orMaterial ~~Failure~~Definitive ~~to Satisfy Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

On ~~December~~January 3110, ~~2018~~2019 (the Closing Date), ~~EQGP~~in Holdings, LP, a Delaware limited partnership (EQGP), acting pursuant to authorization from the Board of Managers of Equitrans Gathering Holdings, LLC, a Delaware limited liability company and the sole member of EQGP Services, LLC, a Delaware limited liability company and the general partner of EQGP, notified the New York Stock Exchange (the NYSE) of its intention to voluntarily withdraw its common units representing limited partner interests (EQGP Common Units) from listing on the NYSE (the Delisting). In connection ~~therewith, EQGP notified the NYSE of its intention to file, on January 10, 2019, a Form 25~~ with the ~~Securities~~Buyout ~~and Exchange Commission~~ (~~the~~as ~~SEC)~~defined ~~to voluntarily withdraw the EQGP Common Units from listing on the NYSE and from registration under Section 12(b~~below) ~~of the Securities Exchange Act of 1934~~, ~~as amended (~~the ~~Exchange~~following ~~Act).~~actions ~~The~~were ~~EQGP~~taken ~~Common Units will continue~~ to beterminate ~~listed through January 21, 2019 and will no longer be listed on January 22, 2019. EQGP intends to file a Form 15 with~~ the ~~SEC~~agreements onidentified ~~January 22, 2019 requesting that the reporting obligations of EQGP under Sections 13(a) and 15(d) of the Exchange Act be suspended.~~below:

~~The~~Working ~~actions~~Capital ~~described~~Loan above are being taken in connection with the exercise by Equitrans Midstream Corporation, a Pennsylvania corporation (ETRN), of the Limited Call Right (as defined below), subject to the closing of the transactions contemplated thereby. After giving effect to the closing of the Limited Call Right, ETRN and its affiliates will own all of the outstanding EQGP Common Units and there will no longer be a public market for the EQGP Common Units.Agreement

Equitrans Midstream Corporation (ETRN) and EQGP Holdings, LP, an indirect wholly-owned subsidiary of ETRN (EQGP), terminated that certain Working Capital Loan Agreement, dated as of November 13, 2018, between ETRN and EQGP. The Working Capital Loan Agreement had provided for, among other things, loans of up to $20 million at any one time outstanding, maturing on the earlier of October 31, 2023 or at least 90 days after ETRN gave notice of termination, and bearing interest, at EQGP’s option, at either (a) the Fixed Period Eurodollar Rate (as defined in ETRN’s primary revolving credit facility, the ETRN Credit Agreement) plus the margin then applicable to ETRN’s LIBOR-based borrowings under the ETRN Credit Agreement, or (b) the Base Rate (as defined in the ETRN Credit Agreement) plus the margin then applicable to ETRN’s alternate base rate-based borrowings under the ETRN Credit Agreement. In connection with the termination of the Working Capital Loan Agreement, ETRN agreed that all loans and other amounts outstanding under the Working Capital Loan Agreement and all other obligations of EQGP to ETRN under the Working Capital Loan Agreement were deemed forgiven, satisfied, discharged and paid in full.

Omnibus Agreement

ETRN, EQGP, EQGP Services, LLC, the general partner of EQGP (the EQGP General Partner), and EQM Midstream Partners, LP, an indirect subsidiary of ETRN (EQM), mutually agreed to terminate that certain Omnibus Agreement, dated as of November 13, 2018, among ETRN, EQGP, the EQGP General Partner, and for certain limited purposes, EQM (the Omnibus Agreement). Pursuant to the terms of the Omnibus Agreement, EQM provided ETRN and EQGP with a license to use certain marks. The Omnibus Agreement also provided for certain reimbursement obligations between ETRN and EQGP. In connection with such termination, ETRN, EQGP, the EQGP General Partner and EQM agreed that the rights and obligations under the Omnibus Agreement would terminate, except for rights to utilize or possess such marks licensed under the Omnibus Agreement and obligations accrued prior to the effective time of such termination.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the Closing Date, in connection with the Buyout, Kenneth M. Burke, Kimberly T. Fleming, Mark S. Lewis and David L. Porges stepped down from their roles as members of the Board of Directors of the EQGP General Partner.

Item 7.01. Regulation FD.

The information set forth in Item ~~3.01 and Item~~ 8.01 is incorporated herein by reference.

On the Closing Date, ETRN issued a press release related to the completion of the ~~Unit~~Buyout ~~Purchases~~and the Delisting (as defined below), ~~the exercise of the Limited Call Right and the Delisting,~~ a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of EQGP’s filings under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 8.01. Other Events.

~~Unit Purchases~~Buyout

On the Closing Date, ETRN completed the purchase of(the ~~14,560,281~~Buyout) ~~EQGP~~of ~~Common~~all ~~Units~~outstanding ~~for~~common ~~aggregate~~units ~~consideration~~representing oflimited ~~$291,205,620~~partner ~~pursuant~~interests toin EQGP (the ~~previously~~EQGP ~~announced~~Common ~~Unit~~Units) ~~Purchase~~(other ~~Agreements~~than ~~with~~those ~~funds~~EQGP ~~managed~~Common Units owned by ~~Neuberger~~ETRN ~~Berman~~and ~~Investment~~its ~~Adviser~~affiliates) ~~LP,~~pursuant ~~funds~~to ~~managed~~the bypreviously ~~Goldman~~announced ~~Sachs~~exercise ~~Asset~~of ~~Management,~~the ~~L.P.,~~limited ~~funds~~call ~~managed~~right byprovided ~~Cushing~~for ~~Asset~~in ~~Management,~~Section 15.1(a) of ~~LP,~~the ~~funds~~Second ~~managed~~Amended byand ~~Kayne~~Restated ~~Anderson~~Agreement ~~Capital~~of ~~Advisors,~~Limited ~~L.P.~~Partnership of EQGP, ~~and~~dated ZPas ~~Energy~~of ~~Fund~~October 12, L2018.P. ~~(such~~As ~~transactions,~~a ~~collectively,~~result of the ~~Unit~~Buyout, ~~Purchases)~~EQGP became an indirect wholly-owned subsidiary of ETRN.

~~Limited Call Right~~Delisting

~~Following~~Also on the ~~completion~~Closing ofDate, ~~the~~EQGP ~~Unit~~filed ~~Purchases,~~a ~~ETRN~~Form 25 with the Securities and ~~its~~Exchange ~~affiliates~~Commission ~~own~~(the ~~more~~SEC) ~~than~~to ~~95%~~voluntarily ofwithdraw the ~~outstanding~~ EQGP Common Units. Asfrom alisting ~~result,~~ on the ~~Closing~~New ~~Date~~York ~~ETRN~~Stock ~~exercised~~Exchange ~~the limited call right~~ (the ~~Limited Call Right~~Delisting) ~~provided~~and ~~for~~from inregistration under Section ~~15.1~~12(ab) of the ~~Second~~Exchange ~~Amended~~Act. ~~and~~The ~~Restated~~EQGP ~~Agreement~~Common ofUnits ~~Limited~~will ~~Partnership~~continue ofto ~~EQGP,~~be ~~dated~~listed asthrough ~~of October~~January 1221, ~~2018,~~2019 ~~pursuant~~and towill ~~which~~no ~~ETRN~~longer ~~will~~be ~~purchase~~listed ~~all~~on ~~outstanding~~January 22, 2019. EQGP ~~Common~~intends ~~Units~~to ~~(other~~file ~~than~~a ~~EQGP~~Form 15 ~~Common~~with ~~Units~~the ~~owned~~SEC byon ~~ETRN~~January 22, ~~and~~2019 ~~its~~requesting ~~affiliates)~~that atthe areporting ~~price~~obligations ~~per~~of EQGP ~~Common~~under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Unit equal to $20.00. After giving effect to the exercise of the Limited Call Right, EQGP will be an indirect wholly-owned subsidiary of ETRN. The transactions contemplated by the Limited Call Right are expected to close on January 10, 2019.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that EQGP expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this Current Report on Form 8-K specifically include the expected closing of the Limited Call Right and the Delisting. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQGP has based these forward-looking statements on current expectations and assumptions about future events. While EQGP considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQGP’s control. The risks and uncertainties that may affect the operations, performance and results of EQGP’s business and forward-looking statements include, but are not limited to, those risks discussed in ETRN’s Registration Statement on Form 10 and ETRN’s, EQGP’s and EQM Midstream Partners, LP’s other filings with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made and EQGP undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
99.1		News release, dated ~~December~~January 3110, ~~2018~~2019 (furnished as Exhibit 99.1 to Form 8-K filed by Equitrans Midstream Corporation on ~~December~~January 3110, ~~2018~~2019 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQGP HOLDINGS, LP
	By:	EQGP Services, LLC,
		its general partner
Date: December 31, 2018	By:	/s/ Kirk R. Oliver
Date: January 10, 2019	By:	/s/ Kirk R. Oliver
		Name:	Kirk R. Oliver
		Title:	Senior Vice President and Chief Financial Officer

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