SEC Form 4 · accession 0000899243-17-026090
EQT RE, LLC · RICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rice Energy 2016 Irrevocable Trust
10% Owner
Period of report
Nov 8, 2017
Accepted (ET)
Nov 13, 2017 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001588238
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 8, 2017 | J | 1,719,733 | $0.00 | A | 31,519,733 | D | |
| Common StockF2,F3 | Nov 13, 2017 | D | 31,519,733 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person was a member of Rice Energy Holdings LLC, a Delaware limited liability company ("Rice Holdings"). On November 8, 2017, Rice Holdings made a pro rata distribution to its members, including 1,719,733 shares of common stock of the Issuer to the Reporting Person. This transaction is exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-9 promulgated thereunder.
- F2On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among the Issuer, EQT Corporation ("EQT") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving entity and as a wholly owned indirect subsidiary of EQT.
- F3Pursuant to the Merger Agreement, each share of Issuer common stock issued and outstanding immediately prior to the effective time of the Merger was converted at such time into the right to receive: (A) 0.37 shares of EQT common stock, and (B) $5.30 in cash, without interest.