SEC Form 4 · accession 0000899243-17-026092
EQT RE, LLC · RICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Toby Z. Rice
Officer — See Remarks · Director
Period of report
Nov 13, 2017
Accepted (ET)
Nov 13, 2017 · 5:31 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 StockF1 | Nov 13, 2017 | A | 771,770 | $0.00 | A | 1,057,794 | D | |
| Common Stock | Nov 13, 2017 | F | 382,963 | $29.32 | D | 674,831 | D | |
| Common StockF2 | Nov 13, 2017 | D | 674,831 | — | D | 0 | D | |
| Common StockF1 | Nov 13, 2017 | A | 5,372 | $0.00 | A | 203,299 | I | By spouse |
| Common Stock | Nov 13, 2017 | F | 5,718 | $29.32 | D | 197,581 | I | By spouse |
| Common StockF2 | Nov 13, 2017 | D | 197,581 | — | D | 0 | I | By spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 13, 2017, pursuant to the Agreement and Plan of Merger dated as of June 19, 2017 (the "Merger Agreement"), by and among Rice Energy Inc. (the "Company"), EQT Corporation ("EQT") and Eagle Merger Sub I, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving entity and as a wholly owned indirect subsidiary of EQT. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the outstanding awards of performance stock units (each, a "Company PSU") granted pursuant to the Company's 2014 Long-Term Incentive Plan (the "LTIP") became vested as of immediately prior to the Effective Time, and performance conditions in respect of such awards were deemed satisfied at the maximum performance level specified in the applicable Company PSU Award and converted into Company common stock on a one-for-one basis.
- F2Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the Effective Time 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.
Remarks
President and Chief Operating Officer