SEC Form 4 · accession 0001104659-15-021077
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
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 4:42 pm EDT
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 | Mar 17, 2015 | J | 511,973 | — | A | 21,811,643 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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) in connection with the sale of certain midstream assets by EQT to EQT Midstream Partners, LP (Issuer) effective March 17, 2015 pursuant to that certain Contribution and Sale Agreement dated March 10, 2015 by and among the Issuer, EQT Midstream Services, LLC (General Partner), EQM Gathering Opco, LLC, EQT Gathering, EQT Energy Supply Holdings, LP, EQT Energy, LLC, and EQT, in exchange for aggregate consideration of approximately $925.7 million, consisting of (i) an approximately $873.2 million cash payment, (ii) 511,973 common units of the Issuer issued to Midstream Investments and (iii) 178,816 general partner units of the Issuer issued to the General Partner.
- F2The common units of the Issuer are owned directly by Midstream Investments. EQT directly owns 100% of the outstanding membership interests of Investments Holdings. Investments Holdings owns 100% of the common stock of EQT Production. EQT Production directly owns 100% of the outstanding membership interests of Gathering Holdings. Gathering 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 common units of the Issuer owned directly by Midstream Investments.