SEC Form 4 · accession 0000899243-17-026102
EQT RE, LLC · RICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F Vagt
Director
Period of report
Nov 13, 2017
Accepted (ET)
Nov 13, 2017 · 5:35 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,F2 | Nov 13, 2017 | D | 12,475 | — | D | 49,431 | D | |
| Common StockF1,F3 | Nov 13, 2017 | D | 49,431 | — | D | 0 | D |
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.
- F2Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), any outstanding award of restricted stock units of Company common stock (each, a "Company RSU") granted pursuant to the Company's 2014 Long-Term Incentive Plan (the "LTIP") was assumed by EQT and was converted into an award of restricted stock units of EQT common stock (each, an "EQT RSU") with respect to a number of whole shares of EQT common stock (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time by (ii) sum of (a) 0.37 and (b) the quotient of (i) the $5.30 divided by (ii) the average of the closing sale prices of EQT common stock on the New York Stock Exchange as reported by The Wall Street Journal for each of the five consecutive trading days ending on (and including) the last complete trading day immediately prior to the Effective Time.
- F3Pursuant 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.