SEC Form 4 · accession 0001104659-15-012088
EQM Midstream Partners, LP · EQM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
EQT Corp
10% Owner
EQT Midstream Investments, LLC
10% Owner
EQT Investments Holdings, LLC
10% Owner
EQT Gathering, LLC
10% Owner
EQT Gathering Holdings, LLC
10% Owner
EQT Production Co
10% Owner
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001540947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | Feb 17, 2015 | C | 17,339,718 | — | A | 21,299,670 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated Units representing limited partner interestsF2,F3,F1 | — | Feb 17, 2015 | C | 17,339,718 | D | — | — | Common Units | 17,339,718 | 0 | I |
Explanation of responses
- F1On February 17, 2015, pursuant to the terms of the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP (Partnership), as amended, the 17,339,718 subordinated units acquired by EQT Midstream Investments, LLC in the Partnership's initial public offering converted into common units of the Partnership on a one-for-one basis for no additional consideration, resulting in the acquisition of 17,339,718 common units of the Partnership. The subordinated units had no expiration date.
- F2This Form 4 is being filed jointly by EQT Corporation (EQT), EQT Midstream Investments, LLC (Midstream Investments), EQT Investments Holdings, LLC (Investments Holdings), EQT Production Company (EQT Production), EQT Gathering Holdings, LLC (Gathering Holdings) and EQT Gathering, LLC (EQT Gathering). The securities of the Partnership are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings is the sole stockholder of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings.
- F3Gathering Holdings directly owns 100% of the outstanding membership interests of EQT Gathering. EQT Gathering directly owns 100% of the outstanding membership interests of Midstream Investments. EQT, Investments Holdings, EQT Production, Gathering Holdings and EQT Gathering may therefore be deemed to beneficially own securities of the Partnership owned directly by Midstream Investments.